0% found this document useful (0 votes)

159 views240 pages

EDGA Rulebook

Uploaded by

scopemaster 11

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

0% found this document useful (0 votes)

159 views240 pages

EDGA Rulebook

Uploaded by

scopemaster 11

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

Cboe EDGA Exchange, Inc.

Rules of Cboe EDGA Exchange, Inc.

(Updated as of April 21, 2022)

TABLE OF CONTENTS

Page

ADOPTION, INTERPRETATION AND APPLICATION OF

RULES, AND DEFINITIONS ......................................................................................... 1
Adoption of Exchange Rules ...................................................................... 1
Interpretation ............................................................................................... 1
Applicability ............................................................................................... 1
Effective Time ............................................................................................ 1
Definitions................................................................................................... 1

MEMBERS OF THE EXCHANGE .................................................................. 7

Rights, Privileges and Duties of Members ................................................. 7
Obligations of Members and the Exchange ................................................ 7
Member Eligibility ...................................................................................... 7
Mandatory Participation in Testing of Backup Systems............................. 7
Restrictions ................................................................................................. 8
Application Procedures for Membership or to become an
Associated Person of a Member ............................................................... 14
Revocation of Membership or Association with a Member ..................... 16
Voluntary Termination of Rights as a Member ........................................ 16
Dues, Assessments and Other Charges ..................................................... 17
Affiliation between Exchange and a Member .......................................... 17
Cboe Trading, Inc. as Outbound Router ................................................... 17
Cboe Trading, Inc. as Inbound Router ...................................................... 20
Continuing Education ................................................................................ 21

RULES OF FAIR PRACTICE ....................................................................... 27

Business Conduct of Members ................................................................. 27
Violations Prohibited ................................................................................ 27
Use of Fraudulent Devices ........................................................................ 27
False Statements........................................................................................ 27
Communications with the Public .............................................................. 27
Fair Dealing with Customers .................................................................... 27
Recommendations to Customers............................................................... 28
The Prompt Receipt and Delivery of Securities ....................................... 29
Charges for Services Performed ............................................................... 29
Use of Information .................................................................................... 29
Publication of Transactions and Quotations ............................................. 29
Offers at Stated Prices ............................................................................... 29
Payments Involving Publications that Influence the Market Price of
a Security .................................................................................................. 29
Disclosure on Confirmations .................................................................... 30
Disclosure of Control ................................................................................ 30
Discretionary Accounts ............................................................................. 30
Customer’s Securities or Funds ................................................................ 31

i
Prohibition Against Guarantees ................................................................ 31
Sharing in Accounts; Extent Permissible.................................................. 31
Influencing or Rewarding Employees of Others ...................................... 31
Customer Disclosures ............................................................................... 32
Reserved. ................................................................................................... 33
Reserved. ................................................................................................... 33
Reserved. ................................................................................................... 33
Reserved. ................................................................................................... 33
Telemarketing ........................................................................................... 33

BOOKS AND RECORDS ............................................................................... 43

Requirements ............................................................................................ 43
Furnishing of Records ............................................................................... 43
Record of Written Complaints .................................................................. 43
Disclosure of Financial Condition ............................................................ 44
Consolidated Audit Trail – Definitions..................................................... 44
Consolidated Audit Trail - Clock Synchronization .................................. 50
Consolidated Audit Trail – Industry Member Data Reporting ................. 52
Consolidated Audit Trail – Customer Information Reporting .................. 60
Consolidated Audit Trail – Industry Member Information
Reporting................................................................................................... 61
Consolidated Audit Trail - Time Stamps .................................................. 61
Consolidated Audit Trail – Clock Synchronization Rule Violation ......... 61
Consolidated Audit Trail – Connectivity and Data Transmission ............ 62
Consolidated Audit Trail – Development and Testing ............................. 62
Consolidated Audit Trail - Recordkeeping ............................................... 63
Consolidated Audit Trail – Timely, Accurate and Complete Data ........... 63
Consolidated Audit Trail – Compliance Dates ......................................... 64
Consolidated Audit Trail – Fee Dispute Resolution ................................. 65

SUPERVISION .................................................................................................. 70
Written Procedures.................................................................................... 70
Responsibility of Members ....................................................................... 70
Records ..................................................................................................... 70
Review of Activities ................................................................................. 70
Prevention of the Misuse of Material, Nonpublic Information................. 70
Anti-Money Laundering Compliance Program ........................................ 71

EXTENSIONS OF CREDIT........................................................................... 73
Prohibitions and Exemptions .................................................................... 73
Day Trading Margin ................................................................................. 73

SUSPENSION BY CHIEF REGULATORY OFFICER ............................ 74

Imposition of Suspension.......................................................................... 74
Investigation Following Suspension ......................................................... 74
Reinstatement ............................................................................................ 74
Failure to be Reinstated ............................................................................ 75

ii
Termination of Rights by Suspension ....................................................... 75
Summary Suspension of Exchange Services ............................................ 75
Commission Action .................................................................................. 75

DISCIPLINE ................................................................................................. 76
Disciplinary Jurisdiction ........................................................................... 76
Complaint and Investigation ..................................................................... 76
Expedited Proceeding ............................................................................... 78
Charges ..................................................................................................... 79
Answer ...................................................................................................... 79
Hearings .................................................................................................... 79
Summary Proceedings .............................................................................. 81
Offers of Settlement .................................................................................. 82
Decision .................................................................................................... 82
Review ...................................................................................................... 83
Judgment and Sanction ............................................................................. 83
Miscellaneous Provisions.......................................................................... 85
Costs of Proceedings ................................................................................. 86
Agency Review ......................................................................................... 86
Imposition of Fines for Minor Violation(s) of Rules ................................ 86
Ex Parte Communications......................................................................... 88
Expedited Client Suspension Proceeding ................................................. 88
Release of Disciplinary Complaints, Decisions and Other
Information ............................................................................................... 92

ARBITRATION ............................................................................................... 94
Code of Arbitration ................................................................................... 94
Matters Eligible for Submission ............................................................... 94
Predispute Arbitration Agreements........................................................... 94
Referrals .................................................................................................... 94
Failure to Act under Provisions of the FINRA Code of Arbitration......... 95
Non-Waiver of Exchange’s Rights ........................................................... 95
Mediation .................................................................................................. 95
Regulatory Services Agreement with FINRA .......................................... 96

ADVERSE ACTION ......................................................................................... 97

Scope of Chapter ....................................................................................... 97
Submission and Time Limitation on Application to Exchange ................ 97
Procedure Following Applications for Hearing ........................................ 97
Hearing and Decision ................................................................................ 97
Review ...................................................................................................... 98
Miscellaneous Provisions.......................................................................... 98
Agency Review ......................................................................................... 99

TRADING RULES ........................................................................................ 100

Hours of Trading and Trading Days ....................................................... 100
Securities Eligible for Trading ................................................................ 101

iii
Access ..................................................................................................... 101
Authorized Traders ................................................................................. 103
Input of Accurate Information ................................................................ 103
Definitions............................................................................................... 104
Opening Process...................................................................................... 114
Order Types ............................................................................................ 116
Priority of Orders .................................................................................... 125
Order Execution ...................................................................................... 127
Routing to Away Trading Centers .......................................................... 134
Trade Reporting ...................................................................................... 138
Clearance and Settlement; Anonymity ................................................... 138
LIMITATION OF LIABILITY .............................................................. 139
Clearly Erroneous Executions................................................................. 142
Trading Halts Due to Extraordinary Market Volatility........................... 149
Registration of Market Makers ............................................................... 153
Obligations of Market Maker Authorized Traders ................................. 154
Registration of Market Makers in a Security .......................................... 155
Obligations of Market Makers ................................................................ 156
Compliance with Regulation NMS Plan to Implement a Tick Size
Pilot Program .......................................................................................... 159

TRADING PRACTICE RULES ................................................................. 171

Market Manipulation .............................................................................. 171
Fictitious Transactions ............................................................................ 171
Excessive Sales by a Member ................................................................. 171
Manipulative Transactions ...................................................................... 171
Dissemination of False Information........................................................ 172
Prohibition Against Trading Ahead of Customer Orders ....................... 172
Joint Activity........................................................................................... 176
Influencing the Consolidated Tape ......................................................... 176
Trade Shredding ...................................................................................... 176
Options .................................................................................................... 176
Best Execution ........................................................................................ 177
Publication of Transactions and Changes ............................................... 177
Trading Ahead of Research Reports ....................................................... 177
Front Running of Block Transactions ..................................................... 177
Disruptive Quoting and Trading Activity Prohibited ............................. 178

MISCELLANEOUS PROVISIONS ......................................................... 179

Comparison and Settlement Requirements ............................................. 179
Short Sale Borrowing and Delivery Requirements ................................. 179
Forwarding of Proxy and Other Issuer-Related Materials ...................... 179
Usage of Data Feeds ............................................................................... 181
Commissions ........................................................................................... 182
Off-Exchange Transactions .................................................................... 182
Regulatory Services Agreements ............................................................ 182
EDGA Book Feeds ................................................................................. 182

iv
Cboe Connect. ......................................................................................... 184
Reserved. ................................................................................................. 184

SECURITIES TRADED............................................................................. 185

Unlisted Trading Privileges .................................................................... 185
Investment Company Units..................................................................... 189
Trust Issued Receipts .............................................................................. 193
Commodity-Based Trust Shares ............................................................. 197
Currency Trust Shares............................................................................. 200
Partnership Units ..................................................................................... 202
Equity Index-Linked Securities, Commodity-Linked Securities and
Currency-Linked Securities .................................................................... 204
Portfolio Depositary Receipts ................................................................. 211
Equity-Linked Debt Securities ................................................................ 216
Requirements for Securities Issued by the Exchange or its
Affiliates ................................................................................................. 219
Managed Portfolio Shares ....................................................................... 220
Exchange-Traded Fund Shares ............................................................... 226
Tracking Fund Shares ............................................................................. 229

DUES, FEES, ASSESSMENTS AND OTHER CHARGES;

EFFECTIVE DATE...................................................................................................... 234
Authority to Prescribe Dues, Fees, Assessments and Other Charges ..... 234
Regulatory Revenues .............................................................................. 234

v
ADOPTION, INTERPRETATION AND APPLICATION OF
RULES, AND DEFINITIONS

Adoption of Exchange Rules

The following Exchange Rules are adopted pursuant to Article III, Section 3.3 and Article X,
Section 10.1 of the By-Laws of the Exchange.

[Amended October 11, 2017 (SR-BatsEDGA-2017-22)]

Interpretation

Exchange Rules shall be interpreted in such a manner to comply with the rules and requirements
of the Act and to effectuate the purposes and business of the Exchange, and to require that all
practices in connection with the securities business be just, reasonable and not unfairly
discriminatory.

Applicability

Exchange Rules shall apply to all Members and persons associated with a Member.

Effective Time

All Exchange Rules shall be effective when approved by the Commission in accordance with the
Act and the rules and regulations thereunder, except for those Rules that are effective upon filing
with the Commission in accordance with the Act and the rules thereunder and except as otherwise
specified by the Exchange or provided elsewhere in these Rules.

Definitions

Unless the context otherwise requires, for all purposes of these Exchange Rules, terms used in
Exchange Rules shall have the meaning assigned in Article I of the Exchange’s By-Laws or as set
forth below:

Act

The term “Act” or “Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.

Adverse Action

The term “adverse action” shall mean any action taken by the Exchange which affects
adversely the rights of any Member, applicant for membership, or any person associated with a
Member (including the denial of membership and the barring of any person from becoming
associated with a Member) and any prohibition or limitation by the Exchange imposed on any
person with respect to access to services offered by the Exchange, or a Member thereof. This term
does not include disciplinary actions for violations of any provision of the Act or the rules and
regulations promulgated thereunder, or any provision of the By-Laws or Exchange Rules or any

1
interpretation thereof or resolution or order of the Board or appropriate Exchange committee which
has been filed with the Commission pursuant to Section 19(b) of the Act and has become effective
thereunder. Review of disciplinary actions is provided for in Chapter VIII of the Exchange Rules.

Authorized Trader

The term “Authorized Trader” or “AT” shall mean a person who may submit orders (or
who supervises a routing engine that may automatically submit orders) to the Exchange’s trading
facilities on behalf of his or her Member or Sponsored Participant.

EDGA Book

The term “EDGA Book” shall mean the System’s electronic file of orders.

Board and Board of Directors

The terms “Board” and “Board of Directors” shall mean the Board of Directors of the
Exchange.

Broker

The term “broker” shall have the same meaning as in Section 3(a)(4) of the Act.

Commission

The term “Commission” shall mean the Securities and Exchange Commission.

Dealer

The term “dealer” shall have the same meaning as in Section 3(a)(5) of the Act.

Designated Self-Regulatory Organization

The term “designated self-regulatory organization” shall mean a self-regulatory

organization, other than the Exchange, designated by the Commission under Section 17(d) of the
Act to enforce compliance by Members with Exchange Rules.

Exchange

The term “Exchange” shall mean Cboe EDGA Exchange, Inc., a registered national
securities exchange.

Industry Member

The term “Industry Member” means a member of any committee or hearing panel who (i)
is or has served in the prior three years as an officer, director, or employee of a broker or dealer,
excluding an outside director or a director not engaged in the day-to-day management of a broker
or dealer; (ii) is an officer, director (excluding an outside director), or employee of an entity that
owns more than ten percent of the equity of a broker or dealer, and the broker or dealer accounts

2
for more than five percent of the gross revenues received by the consolidated entity; (iii) owns
more than five percent of the equity securities of any broker or dealer, whose investments in
brokers or dealers exceed ten percent of his or her net worth, or whose ownership interest otherwise
permits him or her to be engaged in the day-to-day management of a broker or dealer; (iv) provides
professional services to brokers or dealers, and revenues for such services constitute 20 percent or
more of the professional revenues received by such member or 20 percent or more of the gross
revenues received by such member’s firm or partnership; (v) provides professional services to a
director, officer, or employee of a broker, dealer, or corporation that owns 50 percent or more of
the voting stock of a broker or dealer, and such services relate to the director’s, officer’s, or
employee’s professional capacity and constitute 20 percent or more of the professional revenues
received by such member or 20 percent or more of the gross revenues received by such member’s
firm or partnership; or (vi) has a consulting or employment relationship with or provides
professional services to the Exchange or any affiliate thereof or has had any such relationship or
provided any such services at any time within the prior three years.

Market Maker

The term “Market Maker” shall mean a Member that acts as a Market Maker pursuant to
Chapter XI.

Market Maker Authorized Trader

The term “Market Maker Authorized Trader” or “MMAT” shall mean an authorized trader
who performs market making activities pursuant to Chapter XI on behalf of a Market Maker.

Member

The term “Member” shall mean any registered broker or dealer that has been admitted to
membership in the Exchange. A Member will have the status of a “member” of the Exchange as
that term is defined in Section 3(a)(3) of the Act. Membership may be granted to a sole proprietor,
partnership, corporation, limited liability company or other organization which is a registered
broker or dealer pursuant to Section 15 of the Act, and which has been approved by the Exchange.

NBB, NBO and NBBO

The term “NBB” shall mean the national best bid, the term “NBO” shall mean the national
best offer, and the term “NBBO” shall mean the national best bid or offer.

Person

The term “person” shall mean a natural person, partnership, corporation, limited liability
company, entity, government, or political subdivision, agency or instrumentality of a government.

Person Associated with a Member

The terms “person associated with a Member” or “associated person of a Member” means
any partner, officer, director, or branch manager of a Member (or person occupying a similar status
or performing similar functions), any person directly or indirectly controlling, controlled by, or

3
under common control with such Member, or any employee of such Member, except that any
person associated with a Member whose functions are solely clerical or ministerial shall not be
included in the meaning of such term for purposes of these Rules.

Post-Closing Session

The term “Post-Closing Session” shall mean the time between 4:00 p.m. and 8:00 p.m.
Eastern Time.

Pre-Opening Session

The term “Pre-Opening Session” shall mean the time between 8:00 a.m. and 9:30 a.m.
Eastern Time.

(Reserved.)

Protected NBB, Protected NBO and Protected NBBO

The term “Protected NBB” shall mean the national best bid that is a Protected Quotation,
the term “Protected NBO” shall mean the national best offer that is a Protected Quotation, and the
term “Protected NBBO” shall mean the national best bid or offer that is a Protected Quotation.

Protected Bid, Protected Offer and Protected Quotation

The term “Protected Bid” or “Protected Offer” shall mean a bid or offer in a stock that is
(i) displayed by an automated trading center; (ii) disseminated pursuant to an effective national
market system plan; and (iii) an automated quotation that is the best bid or best offer of a national
securities exchange or association. The term “Protected Quotation” shall mean a quotation that is
a Protected Bid or Protected Offer.

Qualified Clearing Agency

The term “Qualified Clearing Agency” means a clearing agency registered with the
Commission pursuant to Section 17A of the Act that is deemed qualified by the Exchange.

Registered Broker or Dealer

The term “registered broker or dealer” means any registered broker or dealer, as defined in
Section 3(a)(48) of the Act, that is registered with the Commission under the Act.

Regular Trading Hours

The term “Regular Trading Hours” means the time between 9:30 a.m. and 4:00 p.m.
Eastern Time.

Rights, Privileges and Duties of Members

Unless otherwise provided in the Exchange Rules or the By-Laws of the Exchange, each Member
shall have the rights, privileges and duties of any other Member.

Obligations of Members and the Exchange

In addition to all other obligations imposed by the Exchange in its By-Laws or the Exchange Rules,
all Members, as a condition of effecting approved securities transactions on the Exchange’s trading
facilities, shall agree to be regulated by the Exchange and shall recognize that the Exchange is
obligated to undertake to enforce compliance with the provisions of the Exchange Rules, its By-
Laws, its interpretations and policies and with the provisions of the Act and regulations thereunder,
and that, subject to orders and rules of the Commission, the Exchange is required to discipline
Members and persons associated with Members for violations of the provisions of the Exchange
Rules, its By-Laws, its interpretations and policies and the Act and regulations thereunder, by
expulsion, suspension, limitation of activities, functions, and operations, fines, censure, being
suspended or barred from being associated with a Member, or any other fitting sanction.

Member Eligibility

Except as hereinafter provided, any registered broker or dealer that is and remains a member of a
national securities association registered under Section 15A(a) of the Act or a member of another
national securities exchange registered under Section 6(a) of the Act (other than or in addition to
the following affiliates of the Exchange: Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc.,
Cboe EDGX Exchange, Inc., or Cboe C2 Exchange, Inc.) or any person associated with such a
registered broker or dealer, shall be eligible to be and to remain a Member.

Mandatory Participation in Testing of Backup Systems

Pursuant to Regulation SCI and with respect to the Exchange’s business continuity
and disaster recovery plans, including its backup systems, the Exchange is required to establish
standards for the designation of Members that the Exchange reasonably determines are, taken as a
whole, the minimum necessary for the maintenance of fair and orderly markets in the event of the
activation of such plans. The Exchange has established standards and will designate Members
according to those standards as set forth below. All Members are permitted to connect to the
Exchange’s backup systems and to participate in testing of such systems.

Certain Members are required to connect to the Exchange’s backup systems and
participate in functional and performance testing as announced by the Exchange, which shall occur
at least once every 12 months. Specifically, Members that have been determined by the Exchange

7
to contribute a meaningful percentage of the Exchange’s overall volume must participate in
mandatory testing of the Exchange’s backup systems.

Interpretations and Policies

.01 For purposes of identifying Members that account for a meaningful percentage of the
Exchange’s overall volume, the Exchange will measure volume executed on the Exchange during
a single designated quarter for a given year. The percentage of volume that the Exchange considers
to be meaningful for purposes of this Interpretation and Policy .01 will be determined by the
Exchange and will be published in a circular distributed to Members. The Exchange will also
individually notify all Members annually, and at least three (3) months prior to the scheduled
functional and performance testing, that are subject to paragraph (b) based on the designated
calendar quarter’s volume.

[Adopted March 12, 2010; amended November 1, 2015 (SR-EDGA-2015-40); amended

December 20, 2019 (SR-CboeEDGA-2019-023)]

Restrictions

The Exchange may determine not to permit a person to become a Member or person
associated with a Member or continue as a Member or person associated with a Member in any
capacity on the Exchange where:

such person is other than a natural person and is not a registered broker or
dealer;

such person is a natural person who is not either a registered broker or

dealer or associated with a registered broker or dealer;

such person is subject to a statutory disqualification;

such person is not a member of another registered national securities

exchange or association;

such person fails to meet any of the qualification requirements for

becoming a Member or associated with a Member after approval thereof;

such person fails to meet any condition placed by the Exchange on

such Member or association with a Member; or

such person violates any agreement with the Exchange.

If a Member or person associated with a Member that becomes subject to a statutory

disqualification under the Exchange Act wants to continue as a Member of the Exchange or in
association with a Member, the Member or associated person must, within thirty (30) days of
becoming subject to a statutory disqualification, submit a request to the Exchange seeking to
continue as a Member or in association with a Member notwithstanding the statutory

8
disqualification. Failure to timely submit such a request is a factor that may be taken into
consideration by the Exchange in making determinations pursuant to paragraph (a) of this Rule.

Subject to Rule 7.6 (Summary Suspension of Exchange Services), any person

whose request to become a Member is denied or conditioned, or any person whose association
with a Member is denied or conditioned pursuant to paragraph (a) of this Rule, and any Member
or person associated with a Member who is not permitted pursuant to paragraph (a) of this Rule to
continue as a Member or to be associated with a Member or which continuance as a Member or
association is conditioned, may seek review under the provisions of the Exchange Rules relating
to adverse action.

No natural person or registered broker or dealer shall be admitted as, or be entitled

to continue as, a Member or an associated person of a Member, unless such natural person or
broker or dealer meets the standards of training, experience and competence as the Exchange may
prescribe. Each Member shall have the responsibility and duty to ascertain by investigation the
good character, business repute, qualifications and experience of any person applying for
registration with the Exchange as an associated person of such Member.

No registered broker or dealer shall be admitted as, or be entitled to continue as, a

Member if such broker or dealer:

fails to comply with either the financial responsibility requirements

established by Rule 15c3-1 under the Act, or such other financial responsibility and
operational capability requirements as may be established by the Exchange Rules;

fails to adhere to the Exchange Rules relating to the maintenance of books

and records or those rules of other self-regulatory organizations of which such broker or
dealer is or was a Member;

fails to demonstrate to the Exchange adequate systems capability, capacity,

integrity and security necessary to conduct business on the Exchange;

does not clear transactions executed on the Exchange through a registered

clearing agency using a continuous net settlement system;

is subject to any unsatisfied liens, judgments or unsubordinated creditor

claims of a material nature, which, in the absence of a reasonable explanation therefor,
remain outstanding for more than six months;

has been subject to any bankruptcy proceeding, receivership or

arrangement for the benefit of creditors within the past three years; or

has engaged in an established pattern of failure to pay just debts or has

defaulted, without a reasonable explanation, on an obligation to a self-regulatory
organization, or any member of a self-regulatory organization.

9
No person shall be admitted as a Member or as an associated person of a Member
where it appears that such person has engaged, and there is a reasonable likelihood that such person
again may engage, in acts or practices inconsistent with just and equitable principles of trade.

No person shall become an associated person of a Member unless such person

agrees:

to supply the Exchange with such information with respect to such person’s
relationships and dealings with the Member as may be specified by the Exchange;

to permit examination of such person’s books and records by the Exchange

to verify the accuracy of any information so supplied; and

to be regulated by the Exchange and to recognize that the Exchange is

obligated to undertake to enforce compliance with the provisions of the Exchange Rules,
the By-Laws, the interpretations and policies of the Exchange and the provisions of the Act
and the regulations thereunder.

Interpretations and Policies

.01 Proficiency Examinations:

The Exchange may require the successful completion of a written proficiency

examination to enable it to examine and verify that prospective Members and associated persons
of Members have adequate training, experience and competence to comply with the Exchange
Rules and policies of the Exchange.

If the Exchange requires the completion of such proficiency examinations, the

Exchange may, in exceptional cases and where good cause is shown, waive such proficiency
examinations as are required by the Exchange upon written request of the applicant and accept
other standards as evidence of an applicant’s qualifications. Advanced age, physical infirmity or
experience in fields ancillary to the securities business will not individually of themselves
constitute sufficient grounds to waive a proficiency examination.

The Exchange requires the General Securities Representative Examination (“Series

7”) in qualifying persons seeking registration as general securities representatives, including as
Authorized Traders on behalf of Members. For those persons seeking limited registration as
Securities Traders as described in paragraph (f) below, the Exchange requires the Securities
Traders Qualification Examination (“Series 57”). The Exchange uses the Uniform Application for
Securities Industry Registration or Transfer (“Form U4”) as part of its procedure for registration
and oversight of Member personnel. Any person who last passed the Securities Industry Essentials
Examination (“SIE”) or who was last registered as a representative, whichever occurred last, four
or more years immediately preceding the date of receipt by the Exchange of a new application for
registration as a representative shall be required to pass the SIE in addition to a representative
qualification examination appropriate to his or her category of registration.

The Exchange requires each Member other than a sole proprietorship or a

proprietary trading firm with 25 or fewer Authorized Traders (“Limited Size Proprietary Firm”) to

10
register at least two Principals with the Exchange. A Limited Size Proprietary Firm is required to
register at least one Principal with the Exchange. In addition, the Exchange may waive the two
Principal requirement in situations that indicate conclusively that only one Principal associated
with the Member should be required. For purposes of this paragraph (d), a “Principal” shall be any
individual responsible for supervising the activities of a Member’s Authorized Traders and each
person designated as a Chief Compliance Officer on Schedule A of Form BD. Each Principal is
required to successfully complete the General Securities Principal Examination (“Series 24”). The
Exchange uses Form U4 as part of its procedure for registration and oversight of Member
personnel.

The Exchange will accept the New York Stock Exchange Series 14 Compliance Official
Examination in lieu of the Series 24 to satisfy the above requirement for any person designated as
a Chief Compliance Officer. Individuals that supervise the activities of General Securities
Representatives must successfully complete the Series 7 or an equivalent foreign examination
module as a prerequisite to the Series 24 or Series 14 and shall be referred to as General Securities
Principals. The Exchange will require the Series 57 as a prerequisite to the Series 24 or Series 14
for those Principals whose supervisory responsibilities are limited to overseeing the activities of
Series 57 qualified Securities Traders. These limited representative Principals shall be referred to
as Securities Trader Principals. Each Principal with responsibility over securities trading activities
on the Exchange shall become qualified and registered as a Securities Trader Principal.

Each Member subject to Exchange Act Rule 15c3-1 shall designate a

Financial/Operations Principal. The duties of a Financial/Operations Principal shall include taking
appropriate actions to assure that the Member complies with applicable financial and operational
requirements under Exchange Rules and the Exchange Act, including but not limited to those
requirements relating to the submission of financial reports and the maintenance of books and
records. Each Financial/Operations Principal is required to successfully complete the Financial
and Operations Principal Examination (“Series 27”). The Exchange uses Form U4 as part of its
procedure for registration and oversight of Member personnel. A Financial/Operations Principal
of a Member may be a full-time employee of the Member or may be a part-time employee or
independent contractor of the Member. The Exchange may waive the requirements of this
paragraph (e) if a Member has satisfied the financial and operational requirements of its designated
examining authority applicable to registration.

The Exchange recognizes the Series 57 qualification for Authorized Traders that
engage solely in trading on the Exchange, on either an agency or principal basis.

For purposes of paragraphs (d) above, a “proprietary trading firm” shall mean a
Member that trades its own capital, that does not have customers, and that is not a member of the
Financial Industry Regulatory Authority. In addition, to qualify for this definition, the funds used
by a proprietary trading firm must be exclusively firm funds, all trading must be in the firm’s
accounts, and traders must be owners of, employees of, or contractors to the firm.

Foreign Registrations. Any person who is in good standing as a representative with

the Financial Conduct Authority in the United Kingdom or with a Canadian stock exchange or
securities regulator shall be exempt from the requirement to pass the SIE.

11
The following sets forth the qualification requirements for each of the registration
categories described above:

CATEGORY OF QUALIFICATION ALTERNATIVE ACCEPTABLE

REGISTRATION EXAMINATION QUALIFICATIONS
General Securities Series 7 and SIE
Representative

Securities Trader Series 57 and SIE N/A

Compliance Official Examination

General Securities Principal Series 24
(Series 14)2
Compliance Official Examination
Securities Trader Principal Series 24
(Series 14)2
Other examination acceptable to
Financial/Operations Principal Series 27
designated examining authority3

1
(Reserved.)
2
The Exchange will only permit the Series 14 for those designated as Chief Compliance Officers
on Schedule A of Form BD.
3
An examination acceptable to the Member’s designated examining authority is only acceptable
to the Exchange if the Exchange waives the requirements of paragraph (e).

.02 Registration Procedures.

Persons associated with a Member registering with the Exchange shall electronically file a Form
U4 with the Central Registration Depository (“CRD”) System by appropriately checking the
Exchange as a requested registration on the electronic Form U4 filing. Any person required to
complete Form U4 shall promptly electronically file any required amendments to Form U4 with
the CRD System.

.03 Termination of Employment.

The discharge or termination of employment of any person registered with the

Exchange, together with the reasons therefor, shall be electronically reported to the CRD System,
by a Member immediately following the date of termination, but in no event later than thirty (30)
days following termination on a Uniform Termination Notice for Securities Industry Registration
(“Form U5”). A copy of said termination notice shall be provided concurrently to the person
whose association has been terminated.

The Member shall electronically report to the CRD System, by means of an

amendment to the Form U5 filed pursuant to paragraph (a) above, in the event that the Member

12
learns of facts or circumstances causing any information set forth in the notice to become
inaccurate or incomplete. Such amendment shall be provided concurrently to the person whose
association has been terminated no later than thirty (30) days after the Member learns of the facts
or circumstances giving rise to the amendment.

.04 Statutory Disqualification Proceedings Pending Before Another SRO

The Exchange may waive the provisions of this Rule when a proceeding is pending before another
self-regulatory organization to determine whether to permit a Member or associated person of a
Member to become or continue membership or association notwithstanding a statutory
disqualification. In the event the Exchange determines to waive the provisions of this Rule with
respect to a Member or associated person, the Exchange shall determine whether the Exchange
will concur in any Exchange Act Rule 19h-1 filing made by another self-regulatory organization
with respect to the Member or associated person.

.05 All Registered Representatives and Principals Must Satisfy the Regulatory Element of
Continuing Education. All registered representatives and principals, including those individuals
who solely maintain permissive registrations pursuant to Rule 2.5.01(i) shall satisfy the Regulatory
Element of continuing education for each representative or principal registration category that they
hold as specified in Rule 2.5.01(i). If a person registered with a Member has a continuing
education deficiency with respect to that registration as provided under Rule 2.16, such person
shall not be permitted to be registered in another registration category under Rule 2.5.01(i) with
that Member or to be registered in any registration category under Rule 2.5.01(i), with another
Member, until the person has satisfied the deficiency.

.06 Lapse of Registration and Expiration of SIE. Any person who was last registered in a
representative registration category two or more years immediately preceding the date of receipt
by the Exchange of a new application for registration in that registration category shall be required
to pass a representative qualification examination appropriate to that registration category as
specified in Rule 2.5.01(i), unless the person has maintained his or her qualification status for that
registration category in accordance with Rule 2.16(c) or as otherwise permitted by the Exchange.

Any person who last passed the SIE or who was last registered as a representative, whichever
occurred last, four or more years immediately preceding the date of receipt by the Exchange of a
new application for registration as a representative shall be required to pass the SIE in addition to
a representative qualification examination appropriate to his or her category of registration as
specified in Rule 2.5.01(i).

Any person who was last registered in a principal registration category two or more years
immediately preceding the date of receipt by the Exchange of a new application for registration in
that registration category shall be required to pass a principal qualification examination appropriate
to that registration category as specified in Rule 2.5.01(i), unless the person has maintained his or
her qualification status for the registration category in accordance with Rule 2.16(c) or as otherwise
permitted by the Exchange.

Any person whose registration has been revoked and any person who has a continuing education
deficiency for a period of two years as provided under Rule 2.5.01(i) shall be required to pass a

13
representative or principal qualification examination appropriate to his or her category of
registration as specified in Rule 2.5.01(i), to be eligible for registration with the Exchange.

For purposes of Interpretation and Policy .06 of this Rule, an application shall not be considered
to have been received by the Exchange if that application does not result in a registration.

.07 Waiver of Examinations for Individuals Working for a Financial Services Industry Affiliate
of a Member. Upon request by a Member, the Exchange shall waive the applicable qualification
examination(s) for an individual designated as a participant in, and satisfying the conditions of,
the financial services industry affiliate waiver program(s) (“FSA waiver program”) of Cboe
Options under its Rule 3.30.09, C2 Options under its Chapter 3, Section B, and/or FINRA under
its Rule 2110.09:

Effective March 15, 2022, Cboe Options, C2 Options and FINRA will not accept any new
initial designations for individuals under their respective FSA waiver programs.

.08 Permissive Registrations. A Member may make application for or maintain the registration
as a representative or principal of any associated person of a Member and any individual engaged
in the securities business of a foreign securities affiliate or subsidiary of the Member. Individuals
maintaining such permissive registrations shall be considered registered persons and subject to all
Exchange rules, to the extent relevant to their activities. Consistent with the requirements of the
Exchange’s supervision rules, Members shall have adequate supervisory systems and procedures
reasonably designed to ensure that individuals with permissive registrations do not act outside the
scope of their assigned functions. With respect to an individual who solely maintains a permissive
registration(s), the individual’s direct supervisor shall not be required to be a registered person.
However, for purposes of compliance with the Exchange’s supervision rules, a Member shall
assign a registered supervisor who shall be responsible for periodically contacting such
individual’s direct supervisor to verify that the individual is not acting outside the scope of his or
her assigned functions. If such individual is permissively registered as a representative, the
registered supervisor shall be registered as a representative or principal. If the individual is
permissively registered as a principal, the registered supervisor shall be registered as a principal.
Moreover, the registered supervisor of an individual who solely maintains a permissive
registration(s) shall not be required to be registered in the same representative or principal
registration category as the permissively-registered individual.

[Adopted March 12, 2010; amended October 27, 2010 (SR-EDGA-2010-16); amended February
1, 2012 (SR-EDGA-2012-04); amended February 5, 2014 (SR-EDGA-2013-34); amended March
28, 2014 (SR-EDGA-2012-04); amended February 17, 2015 (SR-EDGA-2015-06); amended
January 4, 2016 (SR-EDGA-2015-48); amended November 23, 2016 (SR-BatsEDGA-2016-23);
amended October 1, 2018 (SR-CboeEDGA-2018-015); amended March 15, 2022 (SR-
CboeEDGA-2022-005)]

Application Procedures for Membership or to become an Associated Person of a

Member

Applications for membership shall be made to the Exchange and shall contain the
following:

14
An agreement to abide by, comply with, and adhere to the provisions of
the Exchange’s Certificate of Incorporation, its By-Laws, the Exchange Rules, the policies,
interpretations and guidelines of the Exchange and all orders and decisions of the
Exchange’s Board and penalties imposed by the Board, and any duly authorized
committee; provided, however, that such agreement shall not be construed as a waiver by
the applicant of any right to appeal as provided in the Act.

An agreement to pay such dues, assessments, and other charges in the

manner and amount as shall from time to time be fixed by the Exchange.

An agreement that the Exchange and its officers, employees and members
of its Board and of any committee shall not be liable, except for willful malfeasance, to the
applicant or to any other person, for any action taken by such director, officer or member
in his official capacity, or by any employee of the Exchange while acting within the scope
of his employment, in connection with the administration or enforcement of any of the
provisions of the Certificate of Incorporation, By-Laws, Exchange Rules, policies,
interpretations or guidelines of the Exchange or any penalty imposed by the Exchange, its
Board or any duly authorized committee.

An agreement that, in cases where the applicant fails to prevail in a lawsuit

or administrative adjudicative proceeding instituted by the applicant against the Exchange
or any of its officers, directors, committee members, employees or agents, to pay the
Exchange or any of its officers, directors, committee members, employees or agents, all
reasonable expenses, including attorneys’ fees, incurred by the Exchange in the defense of
such proceeding, but only in the event that such expenses exceed Fifty Thousand Dollars
($50,000.00); provided, however, that such payment obligation shall not apply to internal
disciplinary actions by the Exchange or administrative appeals.

An agreement to maintain and make available to the Exchange, its

authorized employees and its Board or committee members such books and records as may
be required to be maintained by the Commission or the Exchange Rules.

Such other reasonable information with respect to the applicant as the

Exchange may require.

Applications for association with a Member shall be made on Form U-4 and such
other forms as the Exchange may prescribe, and shall be delivered to the Exchange in such manner
as designated by the Exchange.

If the Exchange is satisfied that the applicant is qualified for membership pursuant
to the provisions of this Chapter, the Exchange shall promptly notify, in writing, the applicant of
such determination, and the applicant shall be a Member.

If the Exchange is not satisfied that the applicant is qualified for membership
pursuant to the provisions of this Chapter, the Exchange shall promptly notify the applicant of the
grounds for denying the applicant. The Board on its own motion may reverse the determination
that the applicant is not qualified for membership. If a majority of the Board specifically
determines to reverse the determination to deny membership, the Board shall promptly notify

15
Exchange staff, who shall promptly notify the applicant of the Board’s decision and shall grant
membership to the applicant. An applicant who has been denied membership may appeal such
decision under Chapter X of the Exchange Rules governing adverse action.

In considering applications for membership, the Exchange shall adhere to the

following procedures:

Where an application is granted, the Exchange shall promptly notify the

applicant.

The applicant shall be afforded an opportunity to be heard on the denial of

membership pursuant to Chapter X of the Exchange Rules governing adverse action.

Except where, pursuant to Section 17(d) of the Act, the Exchange has been relieved
of its responsibility to review and act upon applications for associated persons of a Member, the
procedure set forth in this Chapter shall govern the processing of any such applications.

Each applicant shall file with the Exchange a list and descriptive identification of
those persons associated with the applicant who are its executive officers, directors, principal
shareholders, and general partners. Such persons shall file with the Exchange a Uniform
Application for Securities Industry Registration or Transfer (“Form U4”). Applicants approved as
Members of the Exchange must keep such information current with the Exchange.

[Adopted March 12, 2010; amended February 17, 2015 (SR-EDGA-2015-06)]

Revocation of Membership or Association with a Member

Members or associated persons of Members may effect approved equities securities transactions
on the Exchange’s trading facilities only so long as they possess all the qualifications set forth in
the Exchange Rules. Except where, pursuant to Section 17(d) of the Act, the Exchange has been
relieved of its responsibility to monitor the continued qualifications of a Member or an associated
person of a Member, when the Exchange has reason to believe that a Member or associated person
of a Member fails to meet such qualifications, the Exchange may act to revoke such person’s
membership or association. Such action shall be instituted under, and governed by, Chapters VII
and VIII of the Exchange Rules and may be appealed under Chapter X of the Exchange Rules
governing adverse action. In connection with any revocation of rights as a Member or voluntary
termination of rights as a Member pursuant to Rule 2.8, the Member’s membership in the
Exchange shall be cancelled.

Voluntary Termination of Rights as a Member

A Member may voluntarily terminate its rights as a Member only by a written resignation
addressed to the Exchange’s Secretary or another officer designated by the Exchange. Such
resignation shall not take effect until 30 days after all of the following conditions have been
satisfied: (i) receipt of such written resignation; (ii) all indebtedness due the Exchange shall have
been paid in full; (iii) any Exchange investigation or disciplinary action brought against the
Member has reached a final disposition; and (iv) any examination of such Member in process is

16
completed and all exceptions noted have been reasonably resolved; provided, however, that the
Board may declare a resignation effective at any time.

Dues, Assessments and Other Charges

The Exchange may prescribe such reasonable assessments, dues or other charges as it may, in its
discretion, deem appropriate. Such assessments and charges shall be equitably allocated among
Members, issuers and other persons using the Exchange’s facilities.

Affiliation between Exchange and a Member

Without the prior approval of the Commission, the Exchange or any entity with which it is
affiliated shall not, directly or indirectly, acquire or maintain an ownership interest in a Member.
In addition, without the prior approval of the Commission, a Member shall not be or become an
affiliate of the Exchange, or an affiliate of any affiliate of the Exchange. The term affiliate shall
have the meaning specified in Rule 12b-2 under the Act. Nothing in this Rule 2.10 shall prohibit
a Member or its affiliate from acquiring or holding an equity interest in Cboe Global Markets, Inc.
that is permitted by the ownership and voting limitations contained in the Certificate of
Incorporation and Bylaws of Cboe Global Markets, Inc. In addition, nothing in this Rule 2.10 shall
prohibit a Member from being or becoming an affiliate of the Exchange, or an affiliate of any
affiliate of the Exchange, solely by reason of such Member or any officer, director, manager,
managing member, partner or affiliate of such Member being or becoming either (a) a Director
pursuant to the Bylaws of the Exchange, or (b) a Director serving on the Board of Directors of
Cboe Global Markets, Inc. In addition, nothing in this Rule 2.10 shall prohibit the Exchange from
being an affiliate of its routing broker/dealer Cboe Trading, Inc. or of Cboe EDGX Exchange, Inc.,
Cboe BZX Exchange, Inc., Cboe BYX Exchange, Inc., Chicago Board Options Exchange,
Incorporated, Cboe C2 Exchange, Incorporated, or Cboe Futures Exchange, LLC.

[Adopted March 12, 2010; amended February 5, 2014 (SR-EDGA-2013-34); amended February
28, 2017 (SR-BatsEDGA-2016-24); amended October 11, 2017 (SR-BatsEDGA-2017-22)]

Cboe Trading, Inc. as Outbound Router

For so long as Cboe Trading, Inc. (“Cboe Trading”) is affiliated with the Exchange
and is providing outbound routing of orders from the Exchange to other securities exchanges,
facilities of securities exchanges, automated trading systems, electronic communications networks
or other brokers or dealers (collectively, “Trading Centers”) (such function of Cboe Trading is
referred to as the “Outbound Router”), each of the Exchange and Cboe Trading shall undertake as
follows:

The Exchange will regulate the Outbound Router function of Cboe Trading
as a facility (as defined in Section 3(a)(2) of the Act), subject to Section 6 of the Act. In
particular, and without limitation, under the Act, the Exchange will be responsible for filing
with the Commission rule changes and fees relating to the Cboe Trading Outbound Router
function and Cboe Trading will be subject to exchange non-discrimination requirements.

FINRA, a self-regulatory organization unaffiliated with the Exchange or

any of its affiliates, will carry out oversight and enforcement responsibilities as the

17
designated examining authority designated by the Commission pursuant to Rule 17d-1 of
the Act with the responsibility for examining Cboe Trading for compliance with applicable
financial responsibility rules.

A Member’s use of Cboe Trading to route orders to another Trading Center

will be optional. Any Member that does not want to use Cboe Trading may use other
routers to route orders to other Trading Centers.

Cboe Trading will not engage in any business other than (a) its Outbound
Router function, (b) its Inbound Router function as described in Rule 2.12, (c) its usage of
an error account in compliance with paragraph (a)(7), below, and (d) any other activities it
may engage in as approved by the Commission.

The Exchange shall establish and maintain procedures and internal controls
reasonably designed to adequately restrict the flow of confidential and proprietary
information between the Exchange and its facilities (including Cboe Trading), and any
other entity, including any affiliate of Cboe Trading, and, if Cboe Trading or any of its
affiliates engages in any other business activities other than providing routing services to
the Exchange, between the segment of Cboe Trading or its affiliate that provides the other
business activities and the routing services.

The Exchange or Cboe Trading may cancel orders as either deems to be

necessary to maintain fair and orderly markets if a technical or systems issue occurs at the
Exchange, Cboe Trading or a routing destination. The Exchange or Cboe Trading shall
provide notice of the cancellation to affected Members as soon as practicable.

Cboe Trading shall maintain an error account for the purpose of addressing
positions that are the result of an execution or executions that are not clearly erroneous
under Rule 11.15 and result from a technical or systems issue at Cboe Trading, the
Exchange, a routing destination, or a non-affiliate third-party Routing Broker that affects
one or more orders (“Error Positions”).

For purposes of this Rule 2.11(a)(7), an Error Position shall not

include any position that results from an order submitted by a Member to the
Exchange that is executed on the Exchange and automatically processed for
clearance and settlement on a locked-in basis.

Except as provided in Rule 2.11(a)(7)(C), Cboe Trading shall not (i)

accept any positions in its error account from an account of a Member, or (ii) permit
any Member to transfer any positions from the Member’s account to Cboe
Trading’s error account.

If a technical or systems issue results in the Exchange not having

valid clearing instructions for a Member to a trade, Cboe Trading may assume that
Member’s side of the trade so that the trade can be automatically processed for
clearance and settlement on a locked-in basis.

18
In connection with a particular technical or systems issue, Cboe
Trading or the Exchange shall either (1) assign all resulting Error Positions to
Members in accordance with paragraph (i) below, or (2) have all resulting Error
Positions liquidated in accordance with subparagraph (ii) below. Any determination
to assign or liquidate Error Positions, as well as any resulting assignments, shall be
made in a nondiscriminatory fashion.

(i) Cboe Trading or the Exchange shall assign all Error

Positions resulting from a particular technical or systems issue to the
Members affected by that technical or systems issue if Cboe Trading or the
Exchange:

1) Determines that it has accurate and sufficient

information (including valid clearing information) to assign
the positions to all of the Members affected by that technical
or systems issue;

2) Determines that it has sufficient time

pursuant to normal clearance and settlement deadlines to
evaluate the information necessary to assign the positions
to all of the Members affected by that technical or systems
issue; and

3) Has not determined to cancel all orders

affected by that technical or systems issue in accordance
with subparagraph (a)(6) above.

(ii) If Cboe Trading or the Exchange is unable to assign all Error

Positions resulting from a particular technical or systems issue to all of the
affected Members in accordance with subparagraph (D) above, or if Cboe
Trading or the Exchange determines to cancel all orders affected by the
technical or systems issue in accordance with subparagraph (a)(6) above,
then Cboe Trading shall liquidate any applicable Error Positions as soon as
practicable. In liquidating such Error Positions, Cboe Trading shall:

1) Provide complete time and price discretion

for the trading to liquidate the Error Positions to a third-party
broker-dealer and shall not attempt to exercise any influence
or control over the timing or methods of such trading; and

2) Establish and enforce policies and procedures

that are reasonably designed to restrict the flow of
confidential and proprietary information between the third-
party broker-dealer and Cboe Trading/the Exchange
associated with the liquidation of the Error Positions.

Cboe Trading and the Exchange shall make and keep records to
document all determinations to treat positions as Error Positions and all

19
determinations for the assignment of Error Positions to Members or the liquidation
of Error Positions, as well as records associated with the liquidation of Error
Positions through the third-party broker-dealer.

The books, records, premises, officers, agents, directors and employees of Cboe
Trading as a facility of the Exchange shall be deemed to be the books, records, premises, officers,
agents, directors and employees of the Exchange for purposes of, and subject to oversight pursuant
to, the Act. The books and records of Cboe Trading as a facility of the Exchange shall be subject
at all times to inspection and copying by the Exchange and the Commission. Nothing in these
Rules shall preclude officers, agents, directors or employees of the Exchange from also serving as
officers, agents, directors and employees of Cboe Trading.

[Adopted March 12, 2010; amended May 17, 2012 (SR-EDGA-2012-09); amended October 25,
2012 (SR-EDGA-2012-43); amended January 12, 2015 (SR-EDGA-2014-34); amended August
11, 2015 (SR-EDGA-2015-32)]

Cboe Trading, Inc. as Inbound Router

For so long as the Exchange is affiliated with Cboe Exchange, Inc., Cboe C2
Exchange, Inc., Cboe EDGX Exchange, Inc., Cboe BYX Exchange, Inc., or Cboe BZX Exchange,
Inc. (each, a “Cboe Exchange”), and Cboe Trading, Inc. (“Cboe Trading’) in its capacity as a
facility of each Cboe Exchange is utilized for the routing of orders from a Cboe Exchange to the
Exchange, the Exchange undertakes as follows:

The Exchange shall: (a) enter into a plan pursuant to Rule 17d-2 under the
Exchange Act with a non-affiliated self-regulatory organization to relieve the Exchange of
regulatory responsibilities for Cboe Trading with respect to rules that are common rules
between the Exchange and the SRO, and (b) enter into a regulatory services contract with
a non-affiliated SRO to perform regulatory responsibilities for Cboe Trading for unique
Exchange rules.

The regulatory services contract in paragraph 2.12(a)(1) shall require the

Exchange to provide the non-affiliated self-regulatory organization with information, in an
easily accessible manner, regarding all exception reports, alerts, complaints, trading errors,
cancellations, investigations, and enforcement matters (collectively, “Exceptions”) in
which Cboe Trading is identified as a participant that has potentially violated Exchange or
SEC rules, and shall require that the non-affiliated self-regulatory organization provide a
report to the Exchange quantifying all such exception reports, alerts, complaints, trading
errors, cancellations, investigations and enforcement matters on not less than a quarterly
basis.

The Exchange, on behalf of the holding company indirectly owning the

Exchange and Cboe Trading, shall establish and maintain procedures and internal controls
reasonably designed to ensure that Cboe Trading does not develop or implement changes
to its systems on the basis of nonpublic information obtained as a result of its affiliation
with the Exchange until such information is available generally to similarly situated

20
members of the Exchange in connection with the provision of inbound order routing to the
Exchange.

Provided the above conditions are complied with, and provided further that Cboe
Trading operates as an outbound router on behalf of each Cboe Exchange in accordance with the
rules of each Cboe Exchange, Cboe Trading may provide inbound routing services to the Exchange
from each Cboe Exchange.

[Adopted March 12, 2010; amended April 20, 2011 (SR-EDGA-2011-13); amended April 22,
2012 (SR-EDGA-2012-10); amended July 2, 2013 (SR-EDGA-2013-13); amended February 5,
2014 (SR-EDGA-2013-34); amended March 28, 2014 (SR-EDGA-2013-34); amended January
12, 2015 (SR-EDGA-2014-34) ; amended February 28, 2017 (SR-BatsEDGA-2016-24); amended
June 13, 2018 (SR-CboeEDGA-2018-008)]

Continuing Education

This rule prescribes requirements regarding the continuing education of registered persons. The
requirements shall consist of a Regulatory Element and a Firm Element as set forth below. This
Rule also sets forth continuing education programs through which specified persons may maintain
their qualification in a representative or principal registration category following the termination
of that registration category.

Regulatory Element.

Requirements. All covered persons shall comply with the requirement to

complete the Regulatory Element.

Each covered person in a representative or principal capacity immediately preceding

January 1, 2023 shall complete the Regulatory Element for the registration category
annually by December 31, 2023 and by December 31 every year thereafter in which the
person remains registered, or as otherwise prescribed by the Exchange. Each covered
person registering in a representative or principal registration category for the first time
on or after January 1, 2023 shall complete the Regulatory Element for the registration
category annually by December 31 of the subsequent calendar year following the calendar
year in which the person becomes registered and by December 31 of every year thereafter
in which the person remains registered, or as otherwise prescribed by the Exchange.
Nothing in this paragraph (a) shall prohibit a Member from requiring its covered persons
to complete their Regulatory Element for the registration categories at any time during the
calendar year. The content of the Regulatory Element shall be appropriate to each
representative or principal registration category. A covered person shall complete
Regulatory Element content for each registration category that he or she holds. The
content of the Regulatory Element for a covered person designated as eligible for a waiver
pursuant to Rule 2.5.07, shall be determined based on the person’s most recent
registration(s), and the Regulatory Element shall be completed based on the same annual
cycle had the person remained registered.

21
Failure to Complete. Unless otherwise determined by the Exchange, as
provided in this paragraph (a)(2), any covered person, other than a covered person
designated as eligible for a waiver pursuant to Rule 2.5.07 who has not completed the
Regulatory Element of the program within the prescribed calendar year in which the
Regulatory Element is due will have his or her registration(s) deemed inactive until such
time as he or she completes all required Regulatory Element, including any Regulatory
Element that becomes due while his or her registration(s) is deemed inactive. Any covered
person, other than a covered person designated as eligible for a waiver pursuant to Rule
2.5.07, whose registration(s) has been deemed inactive under this paragraph (a)(2) shall
cease all activities as a registered person and is prohibited from performing any duties and
functioning in any capacity requiring registration. Further, such covered person may not
accept or solicit business or receive any compensation for the purchase or sale of
securities. However, such covered person may receive trail or residual commissions
resulting from transactions completed before the inactive status, unless the Member with
which such person is associated has a policy prohibiting such trail or residual
commissions. A registration that remains inactive for a period of two consecutive years
will be administratively terminated by the Exchange. A person whose registration(s) is so
terminated or who otherwise fails to complete required Regulatory Element for two
consecutive years may reactivate the registration(s) only by reapplying for registration
and meeting the qualification requirements of the applicable provisions of Rules 2.5.01(i).
The two-year period under this paragraph (a)(2) is calculated from the date a person’s
registration(s) is deemed inactive

If a covered person designated as eligible for a waiver pursuant to Rule 2.5.07 fails to
complete the Regulatory Element within the prescribed time frames, the person shall no
longer be eligible for such a waiver. The Exchange may, upon written application, with
supporting documentation, and a showing of good cause, allow for additional time for a
covered person to satisfy the Regulatory Element requirements.

Disciplinary Actions. A covered person, other than a covered person

designated as eligible for a waiver pursuant to Rule 2.5.07, may be required to complete
assigned continuing education as prescribed by the Exchange in the event such person:

becomes subject to any statutory disqualification as defined in

Section 3(a)(39) of the Exchange Act;

becomes subject to suspension or to the imposition of a fine of

$5,000 or more for violation of any provision of any securities law or regulation,
or any agreement with or rule or standard of conduct of any securities governmental
agency, securities self-regulatory organization, or as imposed by any such
regulatory or self-regulatory organization in connection with a disciplinary
proceeding; or

is ordered as a sanction in a disciplinary action to complete

continuing education by any securities governmental agency or securities self-
regulatory organization.

22
Such covered person must complete any continuing education required under this
paragraph (a)(3) within 120 days of the registered person becoming subject to the statutory
disqualification, in the case of (A) above, or the disciplinary action becoming final, in the
case of (B) or (C) above.

Reregistration. Any covered person who reregisters with the Exchange in

a representative or principal registration category shall complete the Regulatory Element
content for the registration category annually by December 31 of the subsequent calendar
year following the calendar year in which the person becomes reregistered and by
December 31 of every year thereafter in which the person remains registered, or as
otherwise prescribed by the Exchange, provided that he or she has already completed
Regulatory Element content for that registration category for the calendar year in which
he or she is reregistering, he or she is reregistering by having passed an examination for
that registration category or he or she is reregistering by having obtained an unconditional
examination waiver for that registration category. Any covered person who is
reregistering with the Exchange in a representative or principal registration category
without having completed any Regulatory Element content for that registration category
for the calendar year in which he or she is reregistering or without having passed an
examination for that registration category or without having obtained an unconditional
examination waiver for that registration category shall complete the Regulatory Element
content for that registration category annually by December 31 of the calendar year in
which he or she reregisters and by December 31 of every year thereafter in which he or
she remains registered, or as otherwise prescribed by the Exchange.

If a covered person has not completed any Regulatory Element content for a registration
category in the calendar year(s) prior to reregistering, the Exchange would not approve a
registration request for that category until he or she completes that Regulatory Element
content or he or she passes an examination for that registration category or he or she obtains
an unconditional examination waiver for that registration category, whichever is
applicable.

Nothing in this paragraph (a)(4) shall prohibit a Member from requiring covered persons,
other than a covered person designated as eligible for a waiver pursuant to Rule 2.5.07, to
complete their Regulatory Element for their registration categories at any time during the
calendar year.

Definition of Covered Person. For purposes of this Rule, the term “covered
person” means any person, registered, or registering, with the Exchange as a
representative or principal as specified in Rule 2.5.01(i), including any person who is
permissively registered as such pursuant to Rule 2.5.08, and any person who is designated
as eligible for a waiver pursuant to Rule 2.5.07.

Delivery of Regulatory Element. The Regulatory Element set forth in

paragraph (a) of this Rule shall be administered through Web-based delivery or such other
technological manner and format as specified by the Exchange.

23
Regulatory Element Contact Person. Each Member shall designate and
identify to the Exchange (by name and e-mail address) an individual or individuals
responsible for receiving e-mail notifications regarding a covered person’s completion of
his or her Regulatory Element. Each Member shall identify, review, and, if necessary,
update the information regarding its Regulatory Element contact person(s) in the manner
prescribed by Exchange Rules.

Firm Element.

Persons Subject to the Firm Element. The requirements of paragraph (b)

of this Rule shall apply to any person registered with a Member, including any person
who is permissively registered as a representative or principal pursuant to Rule 2.5.08
(collectively, “covered registered persons”).

Standards.

General. Member must maintain a continuing and current education

program for its covered registered persons to enhance their securities knowledge,
skills and professionalism. At a minimum, each Member shall at least annually
evaluate and prioritize its training needs and develop a written training plan. The
plan must take into consideration the Member’s size, organizational structure, and
scope of business activities, as well as regulatory developments and the
performance of covered registered persons in the Regulatory Element. If a
Member’s analysis determines a need for supervisory training for persons with
supervisory responsibilities such training must be included in the Member’s
training plan.

Minimum Standards for Training Programs. Programs used to

implement a Member’s training plan must be appropriate for the business of the
Member and, at a minimum, must cover training topics related to the role, activities
or responsibilities of the covered registered person and to professional
responsibility.

Administration of Continuing Education Program. Each Member

must administer its continuing education program under this paragraph (b) in
accordance with its annual evaluation and written plan and must maintain records
documenting the content of the programs and completion of the programs by
covered registered persons.

Participation in Other Required Training. A Member may consider

a covered registered person’s participation in the Member’s anti-money laundering
compliance training under Rule 5.6 and a covered registered person’s participation
in the Member’s annual compliance training toward satisfying the covered
registered person’s continuing education requirements under this paragraph (b).

Participation in the Firm Element. Covered registered persons of a

Member must take all appropriate and reasonable steps to participate in continuing
education programs under this paragraph (b) as required by the Member.

24
Specific Training Requirements. The Exchange may require a Member,
individually or as part of a larger group, to provide specific training to its covered
registered persons in such areas the Exchange deems appropriate. Such a requirement may
stipulate the class of covered registered persons for which it is applicable, the time period
in which the requirement must be satisfied and, where appropriate, the actual training
content.

Continuing Education Program for Persons Maintaining Their Qualification

Following the Termination of a Registration Category. A person who terminates any of his or her
representative or principal registration categories may maintain his or her qualification for any of
the terminated registration categories for a period of five years following the termination of the
registration category, subject to the following conditions:

The person was registered in the registration category for at least one year
immediately preceding the termination of the registration category and the person was not
subject to a statutory disqualification as defined in Section 3(a)(39) of the Exchange Act
during the registration period;

The person elects to participate in the continuing education program under

this paragraph (c) at the time of his or her Form U5 submission or at a later date within
two years from the termination of his or her registration category, provided that if the
person commences at the later date the person completes within two years from the
termination of his or her registration category any continuing education that was due under
the program between the time of his or her Form U5 submission and the later date he or
she commences participating in the program;

The person completes annually by December 31 of the calendar year in a

manner specified by the Exchange all prescribed continuing education during his or her
participation in the program under this paragraph (c), provided that the Exchange may,
upon written application by the person, with supporting documentation, and a showing of
good cause, allow for additional time for the person to complete the prescribed continuing
education;

The person does not have a continuing education deficiency with respect
to his or her Regulatory Element for two consecutive years as provided in paragraph (a)(2)
of this Rule;

The person does not become subject to a continuing education deficiency

with respect to his or her Regulatory Element for two consecutive years as provided in
paragraph (a)(2) of this Rule while participating in the program under this paragraph (c);
and

The person does not become subject to a statutory disqualification as

defined in Section 3(a)(39) of the Exchange Act following the termination of his or her
registration category or while participating in the program under this paragraph (c).

Interpretations and Policies

25
.01 Eligibility of Other Persons to Participate in the Continuing Education Program Specified
in Paragraph (c) of this Rule. A person registered in a representative or principal registration
category within two years immediately preceding March 15, 2022 shall be eligible to participate
in the continuing education program under paragraph (c) of this Rule, provided that he or she
satisfies the conditions set forth in paragraphs (c)(1) and (c)(3) through (c)(6) of this Rule. In
addition, a person participating in the FSA Waiver Program Rule 2.5.08 immediately preceding
March 15, 2022 shall be eligible to participate in the continuing education program under
paragraph (c) of this Rule, provided that he or she satisfies the conditions set forth in paragraphs
(c)(3), (c)(5) and (c)(6) of this Rule. Persons eligible under this Interpretation and Policy .01 shall
make their election to participate in the continuing education program under paragraph (c) of this
Rule by March 15, 2022. If such persons elect to participate in the continuing education program,
the Exchange shall adjust their participation period by deducting from that period the amount of
time that has lapsed between the date that such persons terminated their registration categories and
March 15, 2022.

.02 Re-Eligibility to Participate in the Continuing Education Program Specified in Paragraph

(c) of this Rule. A person who previously participated in the continuing education program under
paragraph (c) of this Rule may become re-eligible to participate in the program if he or she
reregisters with a Member and subsequently satisfies the conditions set forth in paragraphs (c)(1)
and (c)(4) of this Rule. In such an event, the person may elect to again participate in the program
subject to satisfying the remaining conditions set forth in paragraph (c) of this Rule.

[Adopted March 15, 2022 (SR-CboeEDGA-2022-005)]

26
RULES OF FAIR PRACTICE

Business Conduct of Members

A Member, in the conduct of its business, shall observe high standards of commercial honor and
just and equitable principles of trade.

Violations Prohibited

No Member shall engage in conduct in violation of the Act, the rules or regulations thereunder,
the By-Laws, Exchange Rules or any policy or written interpretation of the By-Laws or Exchange
Rules by the Board or an appropriate Exchange committee. Every Member shall so supervise
persons associated with the Member as to assure compliance with those requirements.

Use of Fraudulent Devices

No Member shall effect any transaction in, or induce the purchase or sale of, any security by means
of any manipulative, deceptive or other fraudulent device or contrivance.

False Statements

No Member or applicant for membership, or person associated with a Member or applicant, shall
make any false statements or misrepresentations in any application, report or other communication
to the Exchange. No Member or person associated with a Member shall make any false statement
or misrepresentation to any Exchange committee, officer, the Board or any designated self-
regulatory organization in connection with any matter within the jurisdiction of the Exchange.

Communications with the Public

Members and persons associated with a Member shall comply with FINRA Rule 2210 (except
FINRA Rule 2210(c)) as if such Rule were part of the Exchange’s Rules. The Exchange and
FINRA are parties to an agreement pursuant to which FINRA has agreed to perform certain
functions on behalf of the Exchange. Therefore, Members are complying with Exchange Rule 3.5
by complying with FINRA Rule 2210 as written. In addition, functions performed by FINRA,
FINRA departments, and FINRA staff under Exchange Rule 3.5 are being performed by FINRA
on the Exchange’s behalf.

[Adopted March 12, 2010; amended November 11, 2013 (SR-EDGA-2013-32)]

Fair Dealing with Customers

All Members have a fundamental responsibility for fair dealing with their customers. Practices
which do not represent fair dealing include, but are not limited to, the following:

Recommending speculative securities to customers without knowledge of or an

attempt to obtain information concerning the customers’ other securities holdings, their financial
situation and other necessary data. This prohibition has particular application to high pressure
telephonic sales campaigns;

27
Excessive activity in customer accounts (churning or overtrading) in relation to the
objectives and financial situation of the customer;

Establishment of fictitious accounts in order to execute transactions which

otherwise would be prohibited or which are contrary to the Member’s policies.

Causing the execution of transactions which are unauthorized by customers or the

sending of confirmations in order to cause customers to accept transactions not actually agreed
upon;

Unauthorized use or borrowing of customer funds or securities; and

Recommending the purchase of securities or the continuing purchase of securities

in amounts which are inconsistent with the reasonable expectation that the customer has the
financial ability to meet such a commitment.

Interpretations and Policies

.01 Members who handle customer orders on the Exchange shall establish and enforce
objective standards to ensure queuing and executing of customer orders in a fair and equitable
manner.

Recommendations to Customers

In recommending to a customer the purchase, sale or exchange of any security, a

Member shall have reasonable grounds for believing that the recommendation is suitable for such
customer upon the basis of the facts disclosed by such customer, after reasonable inquiry by the
Member, as to the customer’s other securities holdings and as to the customer’s financial situation
and needs.

A Member may use material referring to past recommendations if it sets forth all
recommendations as to the same type, kind, grade or classification of securities made by the
Member within the last year. Longer periods of years may be covered if they are consecutive and
include the most recent year. Such material must also name each security recommended and give
the date and nature of each recommendation (e.g., whether to buy or sell), the price at the time of
the recommendation, the price at which, or the price within which, the recommendation was to be
acted upon, and the fact that the period was one of generally falling or rising markets, if such was
the case.

Interpretations and Policies

.01 Recommendations made in connection with products listed pursuant to Chapter XIV, if
applicable, shall comply with the provisions of (a) above. No Member shall recommend to a
customer a transaction in any such product unless the Member has a reasonable basis for believing
at the time of making the recommendation that the customer has such knowledge and experience
in financial matters that he may reasonably be expected to be capable of evaluating the risks of the
recommended transaction and is financially able to bear the risks of the recommended position.

28
The Prompt Receipt and Delivery of Securities

Purchases. No Member may accept a customer’s purchase order for any security
until it has first ascertained that the customer placing the order or its agent agrees to receive
securities against payment in an amount equal to any execution, even though such an execution
may represent the purchase of only a part of a larger order.

Sales. No Member shall execute a sale order for any customer or for its own account
in any security unless such sale complies with the applicable provisions of the Act, including
Regulation SHO.

Charges for Services Performed

A Member’s charges, if any, for services performed (including miscellaneous services such as
collection of moneys due for principal, dividends or interest; exchange or transfer of securities;
appraisals, safekeeping or custody of securities; and other services) shall be reasonable and not
unfairly discriminatory among customers.

Use of Information

A Member who, in the capacity of payment agent, transfer agent, or any other similar capacity, or
in any fiduciary capacity, has received information as to the ownership of securities shall not make
use of such information for soliciting purchases, sales or exchanges except at the request, and on
behalf, of the issuer.

Publication of Transactions and Quotations

No Member shall report to the Exchange or publish or cause to be published any transaction as a
purchase or sale of any security unless such Member believes that such transaction was a bona fide
purchase or sale of such security, and no Member shall purport to quote the bid or asked price for
any security, unless such Member believes that such quotation represents a bona fide bid for, or
offer of, such security.

Offers at Stated Prices

No Member shall make an offer to buy from or sell to any person any security at a stated price
unless such Member is prepared to purchase or sell, as the case may be, at such price and under
such conditions as are stated at the time of such offer to buy or sell.

Payments Involving Publications that Influence the Market Price of a Security

Except as provided in paragraph (b), no Member shall directly or indirectly, give,

permit to be given, or offer to give anything of value to any person for the purpose of influencing
or rewarding the action of such person in connection with the publication or circulation in any
electronic or other public media, including any investment service or similar publication, website,
newspaper, magazine or other periodical, radio or television program of any matter that has, or is
intended to have, an effect upon the market price of any security.

29
The prohibitions in paragraph (a) shall not apply to compensation paid to a person
in connection with the publication or circulation of:

a communication that is clearly distinguishable as paid advertising;

a communication that discloses the receipt of compensation and the

amount thereof in accordance with Section 17(b) of the Securities Act; or

a research report, as that term is defined in FINRA Rule 2241.

[Adopted March 12, 2010; amended August 3, 2010 (SR-EDGA-2010-11); amended October 23,
2015 (SR-EDGA-2015-38)]

Disclosure on Confirmations

A Member, at or before the completion of each transaction with a customer, shall give or send to
such customer such written notification or confirmation of the transaction as is required by
Commission Rule 10b-10.

Disclosure of Control

A Member controlled by, controlling, or under common control with, the issuer of any security,
shall disclose to a customer the existence of such control before entering into any contract with or
for such customer for the purchase or sale or such security, and if such disclosure is not made in
writing, it shall be supplemented by the giving or sending of a written disclosure to the customer
at or before completion of the transaction.

Discretionary Accounts

No Member shall effect any purchase or sale transactions with, or for, any
customer’s account in respect of which such Member is vested with any discretionary power if
such transactions are excessive in size or frequency in view of the financial resources and character
of such account.

No Member shall exercise any discretionary power in a customer’s account unless

such customer has given prior written authorization and the account has been accepted by the
Member, as evidenced in writing by a person duly designated by the Member.

The Member shall approve promptly in writing each discretionary order entered
and shall review all discretionary accounts at frequent intervals in order to detect and prevent
transactions which are excessive in size or frequency in view of the financial resources and
character of the account. The Member shall designate a partner, officer or manager in each office,
including the main office, to carry out the approval and review procedures.

This Rule shall not apply to an order by a customer for the purchase or sale of a
definite amount of a specified security which order gives the Member discretion only over the time
and price of execution.

30
Customer’s Securities or Funds

No Member shall make improper use of a customer’s securities or funds.

Prohibition Against Guarantees

No Member shall guarantee, directly or indirectly, a customer against loss in any securities account
of such customer carried by the Member or in any securities transaction effected by the Member
with or for such customer.

Sharing in Accounts; Extent Permissible

No Member shall share, directly or indirectly, in the profits or losses in any account of a customer
carried by the Member or any other Member, unless authorized by the customer or Member
carrying the account; and a Member shall share in the profits or losses in any account of such
customer only in direct proportion to the financial contributions made to such account by the
Member. Accounts of the immediate family of any person employed by or under the control of a
Member shall be exempt from this direct proportionate share limitation. For purposes of this Rule,
the term “immediate family” shall include parents, mother-in-law, father-in-law, husband or wife,
children or any other relative to whose support the person employed by or under the control of a
Member contributes directly or indirectly.

Influencing or Rewarding Employees of Others

No member or person associated with a member shall, directly or indirectly, give

or permit to be given anything of value, including gratuities, in excess of one hundred dollars per
individual per year to any person, principal, proprietor, employee, agent or representative of
another person where such payment or gratuity is in relation to the business of the employer of the
recipient of the payment or gratuity. A gift of any kind is considered a gratuity.

This Rule shall not apply to contracts of employment with or to compensation for
services rendered by persons enumerated in paragraph (a) provided that there is in existence prior
to the time of employment or before the services are rendered, a written agreement between the
member and the person who is to be employed to perform such services. Such agreement shall
include the nature of the proposed employment, the amount of the proposed compensation, and
the written consent of such person's employer or principal.

A separate record of all payments or gratuities in any amount known to the member,
the employment agreement referred to in paragraph (b) and any employment compensation paid
as a result thereof shall be retained by the member for the period specified by Exchange Act Rule
17a-4.

[Adopted March 12, 2010; amended November 11, 2013 (SR-EDGA-2013-32); amended
September 30, 2015 (SR-EDGA-2015-39)]

31
Customer Disclosures

No Member may accept an order from a customer for execution in the Early Trading, Pre-Opening
or Post-Closing Trading Session without disclosing to such customer that extended hours trading
involves material trading risks, including the possibility of lower liquidity, high volatility,
changing prices, unlinked markets, an exaggerated effect from news announcements, wider
spreads and any other relevant risk. The absence of an updated underlying index value or intraday
indicative value is an additional trading risk in extended hours for UTP Derivative Securities (as
defined in Rule 14.1(c)). The disclosures required pursuant to this Rule may take the following
form or such other form as provides substantially similar information:

Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy
and sell securities. Generally, the more orders that are available in a market, the greater the
liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or
sell securities, and as a result, investors are more likely to pay or receive a competitive price for
securities purchased or sold. There may be lower liquidity in extended hours trading as compared
to regular market hours. As a result, your order may only be partially executed, or not at all.

Risk of Higher Volatility. Volatility refers to the changes in price that securities
undergo when trading. Generally, the higher the volatility of a security, the greater its price swings.
There may be greater volatility in extended hours trading than in regular market hours. As a result,
your order may only be partially executed, or not at all, or you may receive an inferior price in
extended hours trading than you would during regular market hours.

Risk of Changing Prices. The prices of securities traded in extended hours trading
may not reflect the prices either at the end of regular market hours, or upon the opening of the next
morning. As a result, you may receive an inferior price in extended hours trading than you would
during regular market hours.

Risk of Unlinked Markets. Depending on the extended hours trading system or the
time of day, the prices displayed on a particular extended hours system may not reflect the prices
in other concurrently operating extended hours trading systems dealing in the same securities.
Accordingly, you may receive an inferior price in one extended hours trading system than you
would in another extended hours trading system.

Risk of News Announcements. Normally, issuers make news announcements that

may affect the price of their securities after regular market hours. Similarly, important financial
information is frequently announced outside of regular market hours. In extended hours trading,
these announcements may occur during trading, and if combined with lower liquidity and higher
volatility, may cause an exaggerated and unsustainable effect on the price of a security.

Risk of Wider Spreads. The spread refers to the difference in price between what
you can buy a security for and what you can sell it for. Lower liquidity and higher volatility in
extended hours trading may result in wider than normal spreads for a particular security.

32
Risk of Lack of Calculation or Dissemination of Underlying Index Value or
Intraday Indicative Value (“IIV”). For certain derivative securities products, an updated
underlying index value or IIV may not be calculated or publicly disseminated in extended trading
hours. Since the underlying index value and IIV are not calculated or widely disseminated during
extended hours trading sessions, an investor who is unable to calculate implied values for certain
derivative securities products in those sessions may be at a disadvantage to market professionals.

[Adopted March 12, 2010; amended April 6, 2016 (SR-EDGA-2016-02)]

Reserved.

[Adopted March 12, 2010; amended April 5, 2011 (SR-EDGA-2011-08); amended October 9,
2013 (SR-EDGA-2013-29); amended November 22, 2015 (SR-EDGA-2015-41)]

Reserved.

Telemarketing

Telemarketing Restrictions

No Member or associated person of a Member shall make an outbound telephone call to:

any person’s residence at any time other than between 8 a.m. and 9 p.m.
local time at the called person’s location;

any person that previously has stated that he or she does not wish to receive
any outbound telephone calls made by or on behalf of the Member; or

any person who has registered his or her telephone number on the Federal
Trade Commission’s national do-not-call registry.

Caller Disclosures

No Member or associated person of a Member shall make an outbound telephone call to

any person without disclosing truthfully, promptly and in a clear and conspicuous manner to the
called person the following information:

the identity of the caller and the Member;

the telephone number or address at which the caller may be contacted; and

that the purpose of the call is to solicit the purchase of securities or related
services.

33
The telephone number provided may not be a 900 number or any other number for which
charges exceed local or long-distance transmission charges.

Exceptions

The prohibition of paragraph(s) (a)(1) does not apply to outbound telephone calls by a
Member or an associated person of a Member if:

the Member has received that person’s express prior consent;

the Member has an established business relationship with the person; or

the person called is a broker or dealer.

Member’s Firm-Specific Do-Not-Call List

Each Member shall make and maintain a centralized list of persons who
have informed the Member or an associated person of a Member that they do not wish to
receive outbound telephone calls.

Prior to engaging in telemarketing, a Member must institute procedures to

comply with paragraphs (a) and (b). Such procedures must meet the following minimum
standards:

Written policy. Members must have a written policy for maintaining

the do-not-call list described under paragraph (d)(1).

Training of personnel engaged in telemarketing. Personnel engaged

in any aspect of telemarketing must be informed and trained in the existence and
use of the do-not-call list.

Recording, disclosure of do-not-call requests. If a Member receives

a request from a person not to receive calls from that Member, the Member must
record the request and place the person’s name, if provided, and telephone number
on the Member’s firm-specific do-not-call list at the time the request is made.
Members must honor a person’s do-not-call request within a reasonable time from
the date such request is made. This period may not exceed 30 days from the date of
such request. If such requests are recorded or maintained by a party other than the
Member on whose behalf the outbound telephone call is made, the Member on
whose behalf the outbound telephone call is made will be liable for any failures to
honor the do-not-call request.

Identification of telemarketers. A Member or associated person of a

Member making an outbound telephone call must make the caller disclosures set
forth in paragraph (b).

Affiliated persons or entities. In the absence of a specific request by

the person to the contrary, a person’s do-not-call request shall apply to the Member

34
making the call, and shall not apply to affiliated entities unless the consumer
reasonably would expect them to be included given the identification of the caller
and the product being advertised.

Maintenance of do-not-call lists. A Member making outbound

telephone calls must maintain a record of a person’s request not to receive further
calls.

Do-Not-Call Safe Harbors

A Member or associated person of a Member making outbound telephone

calls will not be liable for violating paragraph (a)(3) if:

the Member has an established business relationship with the called

person. A person’s request to be placed on the Member’s firm-specific do-not-call
list terminates the established business relationship exception to the national do-
not-call registry provision for that Member even if the person continues to do
business with the Member;

the Member has obtained the person’s prior express written consent.
Such consent must be clearly evidenced by a signed, written agreement (which may
be obtained electronically under the E-Sign Act) between the person and the
Member, which states that the person agrees to be contacted by the Member and
includes the telephone number to which the calls may be placed; or

the Member or associated person of a Member making the call has

a personal relationship with the called person.

A Member or associated person of a Member making outbound telephone

calls will not be liable for violating paragraph (a)(3) if the Member or associated person of
a Member demonstrates that the violation is the result of an error and that as part of the
Member’s routine business practice:

the Member has established and implemented written procedures to

comply with paragraphs (a) and (b);

the Member has trained its personnel, and any entity assisting in its
compliance, in the procedures established pursuant to paragraph (e)(2)(A);

the Member has maintained and recorded a list of telephone

numbers that it may not contact in compliance with paragraph (d); and

the Member uses a process to prevent outbound telephone calls to

any telephone number on the Member’s firm-specific do-not-call list or the national
do-not-call registry, employing a version of the national do-not-call registry
obtained from the Federal Trade Commission no more than 31 days prior to the
date any call is made, and maintains records documenting this process.

35
Wireless Communications

The provisions set forth in this Rule are applicable to Members and associated persons of
Members making outbound telephone calls to wireless telephone numbers.

Outsourcing Telemarketing

If a Member uses another appropriately registered or licensed entity or person to perform

telemarketing services on its behalf, the Member remains responsible for ensuring compliance
with all provisions contained in this Rule.

Billing Information

For any telemarketing transaction, no Member or associated person of a Member shall

cause billing information to be submitted for payment, directly or indirectly, without the express
informed consent of the customer. Each Member or associated person of a Member must obtain
the express informed consent of the person to be charged and to be charged using the identified
account.

In any telemarketing transaction involving preacquired account information, the following

requirements must be met to evidence express informed consent:

In any telemarketing transaction involving preacquired account

information and a free-to-pay conversion feature, the Member or associated person of a
Member must:

obtain from the customer, at a minimum, the last four digits of the
account number to be charged;

obtain from the customer an express agreement to be charged and to

be charged using the account number pursuant to paragraph (h)(1)(A); and

make and maintain an audio recording of the entire telemarketing

transaction.

In any other telemarketing transaction involving preacquired account

information not described in paragraph (h)(1), the Member or associated person of a
Member must:

identify the account to be charged with sufficient specificity for the

customer to understand what account will be charged; and

obtain from the customer an express agreement to be charged and to

be charged using the account number identified pursuant to paragraph (h)(2)(A).

Caller Identification Information

36
Any Member that engages in telemarketing must transmit or cause to be
transmitted the telephone number and, when made available by the Member’s telephone
carrier, the name of the Member to any caller identification service in use by a recipient of
an outbound telephone call.

The telephone number so provided must permit any person to make a do-
not-call request during regular business hours.

Any Member that engages in telemarketing is prohibited from blocking the

transmission of caller identification information.

Unencrypted Consumer Account Numbers

No Member or associated person of a Member shall disclose or receive, for consideration,

unencrypted consumer account numbers for use in telemarketing. The term “unencrypted” means
not only complete, visible account numbers, whether provided in lists or singly, but also encrypted
information with a key to its decryption. This paragraph will not apply to the disclosure or receipt
of a customer’s billing information to process pursuant to a telemarketing transaction.

Abandoned Calls

No Member or associated person of a Member shall “abandon” any

outbound telephone call. An outbound telephone call is “abandoned” if a called person
answers it and the call is not connected to a Member or associated person of a Member
within two seconds of the called person’s completed greeting.

A Member or associated person of a Member shall not be liable for

violating paragraph (k)(1) if:

the Member or associated person of a Member employs technology

that ensures abandonment of no more than three percent of all outbound telephone
calls answered by a person, measured over the duration of a single calling
campaign, if less than 30 days, or separately over each successive 30-day period or
portion thereof that the campaign continues;

the Member or associated person of a Member, for each outbound

telephone call placed, allows the telephone to ring for at least 15 seconds or 4 rings
before disconnecting an unanswered call;

whenever a Member or associated person of a Member is not

available to speak with the person answering the outbound telephone call within
two seconds after the person’s completed greeting, the Member or associated
person of a Member promptly plays a prerecorded message that states the name and
telephone number of the Member or associated person of a Member on whose
behalf the call was placed; and

the Member or associated person of a Member retains records

establishing compliance with paragraph (k)(2).

37
Prerecorded Messages

No Member or associated person of a Member shall initiate any outbound

telephone call that delivers a prerecorded message, other than a prerecorded message
permitted for compliance with the call abandonment safe harbor in paragraph (k)(2)(C),
unless:

the Member has obtained from the called person an express

agreement, in writing, that:

(i) the Member obtained only after a clear and conspicuous

disclosure that the purpose of the agreement is to authorize the Member to
place prerecorded calls to such person;

(ii) the Member obtained without requiring, directly or

indirectly, that the agreement be executed as a condition of purchasing any
good or service;

(iii) evidences the willingness of the called person to receive

calls that deliver prerecorded messages by or on behalf of the Member; and

(iv) includes such person’s telephone number and signature

(which may be obtained electronically under the E-Sign Act);

the Member allows the telephone to ring for at least 15 seconds or

four rings before disconnecting an unanswered call and, within two seconds after
the completed greeting of the called person, plays a prerecorded message that
promptly provides the disclosures in paragraph (b), followed immediately by a
disclosure of one or both of the following:

(i) in the case of a call that could be answered in person, that

the called person can use an automated interactive voice and/or keypress-
activated opt-out mechanism to assert a firm-specific do-not-call request
pursuant to the Member’s procedures instituted under paragraph (d)(2)(C)
at any time during the message. The mechanism must automatically add the
number called to the Member’s firm-specific do-not-call list; once invoked,
immediately disconnect the call; and be available for use at any time during
the message; and

(ii) in the case of a call that could be answered by an answering

machine or voicemail service, that the call recipient can use a toll-free
telephone number to assert a firm-specific do-not-call request pursuant to
the Member’s procedures instituted under paragraph (d)(2)(C). The number
provided must connect directly to an automated interactive voice or
keypress-activated opt-out mechanism that automatically adds the number
called to the Member’s firm-specific do-not-call list; immediately thereafter
disconnects the call; and is accessible at any time throughout the duration
of the telemarketing campaign; and

38
the Member complies with all other requirements of this Rule and
other applicable federal and state laws.

Any call that complies with all applicable requirements of paragraph (l)
shall not be deemed to violate paragraph (k).

Credit Card Laundering

Except as expressly permitted by the applicable credit card system, no Member or

associated person of a Member shall:

present to or deposit into the credit card system for payment a credit card
sales draft generated by a telemarketing transaction that is not the result of a telemarketing
credit card transaction between the cardholder and the Member;

employ, solicit, or otherwise cause a merchant, or an employee,

representative or agent of the merchant, to present to or to deposit into the credit card
system for payment a credit card sales draft generated by a telemarketing transaction that
is not the result of a telemarketing credit card transaction between the cardholder and the
merchant; or

obtain access to the credit card system through the use of a business
relationship or an affiliation with a merchant, when such access is not authorized by the
merchant agreement or the applicable credit card system.

Definitions

For purposes of this Rule:

The term “account activity” includes, but is not limited to, purchases, sales,
interest credits or debits, charges or credits, dividend payments, transfer activity, securities
receipts or deliveries, and/or journal entries relating to securities or funds in the possession
or control of the Member.

The term “acquirer” means a business organization, financial institution,

or an agent of a business organization or financial institution that has authority from an
organization that operates or licenses a credit card system to authorize merchants to accept,
transmit, or process payment by credit card through the credit card system for money,
goods or services, or anything else of value.

The term “billing information” means any data that enables any person to
access a customer’s or donor’s account, such as a credit or debit card number, a brokerage,
checking, or savings account number, or a mortgage loan account number. A “donor”
means any person solicited to make a charitable contribution. A “charitable contribution”
means any donation or gift of money or any other thing of value, for example a transfer to
a pooled income fund.

39
The term “broker-dealer of record” refers to the broker or dealer identified
on a customer’s account application for accounts held directly at a mutual fund or variable
insurance product issuer.

The term “caller identification service” means a service that allows a

telephone subscriber to have the telephone number and, where available, name of the
calling party transmitted contemporaneously with the telephone call, and displayed on a
device in or connected to the subscriber’s telephone.

The term “cardholder” means a person to whom a credit card is issued or

who is authorized to use a credit card on behalf of or in addition to the person to whom the
credit card is issued.

The term “credit” means the right granted by a creditor to a debtor to defer
payment of debt or to incur debt and defer its payment.

The term “credit card” means any card, plate, coupon book, or other credit
device existing for the purpose of obtaining money, property, labor, or services on credit.

The term “credit card sales draft” means any record or evidence of a credit
card transaction.

The term “credit card system” means any method or procedure used to
process credit card transactions involving credit cards issued or licensed by the operator of
that system.

The term “customer” means any person who is or may be required to pay
for goods or services through telemarketing.

The term “established business relationship” means a relationship between

a Member and a person if:

the person has made a financial transaction or has a security

position, a money balance, or account activity with the Member or at a clearing
firm that provides clearing services to such Member within the 18 months
immediately preceding the date of an outbound telephone call;

the Member is the broker-dealer of record for an account of the

person within the 18 months immediately preceding the date of an outbound
telephone call; or

the person has contacted the Member to inquire about a product or

service offered by the Member within the three months immediately preceding the
date of an outbound telephone call.

A person’s established business relationship with a Member does not extend to the
Member’s affiliated entities unless the person would reasonably expect them to be
included. Similarly, a person’s established business relationship with a Member’s affiliate

40
does not extend to the Member unless the person would reasonably expect the Member to
be included.

The term “free-to-pay conversion” means, in an offer or agreement to sell

or provide any goods or services, a provision under which a customer receives a product
or service for free for an initial period and will incur an obligation to pay for the product
or service if he or she does not take affirmative action to cancel before the end of that
period.

The term “merchant” means a person who is authorized under a written

contract with an acquirer to honor or accept credit cards, or to transmit or process for
payment credit card payments, for the purchase of goods or services or a charitable
contribution.

The term “merchant agreement” means a written contract between a

merchant and an acquirer to honor or accept credit cards, or to transmit or process for
payment credit card payments, for the purchase of goods or services or a charitable
contribution.

The term “outbound telephone call” means a telephone call initiated by a

telemarketer to induce the purchase of goods or services or to solicit a charitable
contribution from a donor.

The term “person” means any individual, group, unincorporated

association, limited or general partnership, corporation, or other business entity.

The term “personal relationship” means any family member, friend, or

acquaintance of the person making an outbound telephone call.

The term “preacquired account information” means any information that

enables a Member or associated person of a Member to cause a charge to be placed against
a customer’s or donor’s account without obtaining the account number directly from the
customer or donor during the telemarketing transaction pursuant to which the account will
be charged.

The term “telemarketer” means any person who, in connection with

telemarketing, initiates or receives telephone calls to or from a customer or donor.

The term “telemarketing” means consisting of or relating to a plan,

program, or campaign involving at least one outbound telephone call, for example cold-
calling. The term does not include the solicitation of sales through the mailing of written
marketing materials, when the person making the solicitation does not solicit customers by
telephone but only receives calls initiated by customers in response to the marketing
materials and during those calls takes orders only without further solicitation. For purposes
of the previous sentence, the term “further solicitation” does not include providing the
customer with information about, or attempting to sell, anything promoted in the same
marketing materials that prompted the customer’s call.

41
Interpretations and Policies
.01 Members and associated persons of Members that engage in telemarketing also are subject
to the requirements of relevant state and federal laws and rules, including but not limited to the
Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer
Protection Act, and the rules of the Federal Communications Commission (“FCC”) relating to
telemarketing practices and the rights of telephone consumers.

.02 It is considered conduct inconsistent with just and equitable principles of trade and a
violation of Exchange Rule 3.1 for any Member or associated person of a Member to: (1) call a
person repeatedly or continuously in a manner likely to annoy or be offensive; or (2) use threats,
intimidation, or profane or obscene language in calling any person.

[Adopted June 29, 2012 (SR-EDGA-2012-16)]

42
BOOKS AND RECORDS

Requirements

Each Member shall make and keep books, accounts, records, memoranda and correspondence in
conformity with Section 17 of the Act and the rules thereunder, with all other applicable laws and
the rules, regulations and statements of policy promulgated thereunder, and with Exchange Rules.

Furnishing of Records

Every Member shall furnish to the Exchange, upon request and in a time and manner required by
the Exchange, current copies of any financial information filed with the Commission, as well as
any records, files, or financial information pertaining to transactions executed on or through the
Exchange. Further, the Exchange shall be allowed access, at any time, to the books and records of
the Member in order to obtain or verify information related to transactions executed on or through
the Exchange or activities relating to the Exchange.

Interpretations and Policies

.01 Consistent with the responsibility of the Exchange and the Commission to provide for
timely regulatory investigations, the Exchange has adopted the following general time parameters
within which Members are required to respond to Exchange requests for trading data:

1st Request .........................................................................................10 business days

2nd Request ........................................................................................ 5 business days
3rd Request ........................................................................................ 5 business days

The third request letter will be sent to the Member’s compliance officer and/or senior
officer. Notwithstanding the parameters listed above, the Exchange reserves the right, in its sole
discretion, to require information to be provided more quickly than described above.

.02 Regulatory Data Submission Requirement. Members shall submit to the Exchange such
Exchange-related order, market and transaction data as the Exchange by Regulatory Circular may
specify, in such form and on such schedule as the Exchange may require.

Record of Written Complaints

Each Member shall keep and preserve for a period of not less than four years a file
of all written complaints of customers and action taken by the Member in respect thereof, if any.
Further, for the first two years of the four-year period, the Member shall keep such file in a place
readily accessible to examination or spot checks.

A “complaint” shall mean any written statement of a customer or any person acting
on behalf of a customer alleging a grievance involving the activities of a Member or persons under
the control of the Member in connection with (1) the solicitation or execution of any transaction
conducted or contemplated to be conducted through the facilities of the Exchange or (2) the
disposition of securities or funds of that customer which activities are related to such a transaction.

43
[Adopted March 12, 2010; amended October 21, 2013 (SR-EDGA-2013-31)]

Disclosure of Financial Condition

A Member shall make available for inspection by a customer, upon request, the
information relative to such Member’s financial condition disclosed in its most recent balance
sheet prepared either in accordance with such Member’s usual practice or as required by any State
or Federal securities laws, or any rule or regulation thereunder. Further, a Member shall send to its
customers the statements required by Commission Rule 17a-5(c).

As used in paragraph (a) of this Rule, the term “customer” has the same meaning
as set forth in Commission Rule 17a-5(c)(4).

Consolidated Audit Trail – Definitions

For purposes of Rules 4.5 through 4.16:

“Account Effective Date” means:

with regard to those circumstances in which an Industry Member has

established a trading relationship with an institution but has not established an account with
that institution:

when the trading relationship was established prior to

commencement of Phase 2c or Phase 2d (as applicable depending on whether the
account involves Eligible Securities that are equities or options), either:

(i) the date the relationship identifier was established within the
Industry Member;

(ii) the date when trading began (i.e., the date the first order was
received) using the relevant relationship identifier; or

(iii) if both dates are available, the earlier date will be used to the
extent that the dates differ; or

when the trading relationship was established on or after

commencement of Phase 2c or Phase 2d (as applicable depending on whether the
account involves Eligible Securities that are equities or options), the date the
Industry Member established the relationship identifier, which would be no later
than the date the first order was received;

where an Industry Member changes back office providers or clearing firms

prior to commencement of Phase 2c or Phase 2d (as applicable depending on whether the
account involves Eligible Securities that are equities or options), the date an account was
established at the relevant Industry Member, either directly or via transfer;

44
where an Industry Member acquires another Industry Member prior to
commencement of Phase 2c or Phase 2d (as applicable depending on whether the account
involves Eligible Securities that are equities or options), the date an account was
established at the relevant Industry Member, either directly or via transfer;

where there are multiple dates associated with an account established prior
to commencement of Phase 2c or Phase 2d (as applicable depending on whether the
account involves Eligible Securities that are equities or options), the earliest available date;
or

with regard to Industry Member proprietary accounts established prior to

commencement of Phase 2c or Phase 2d (as applicable depending on whether the account
involves Eligible Securities that are equities or options):

the date established for the account in the Industry Member or in a

system of the Industry Member or

the date when proprietary trading began in the account (i.e., the date
on which the first orders were submitted from the account).

With regard to paragraphs (2) – (5), the Account Effective Date will be no later
than the date trading occurs at the Industry Member or in the Industry Member’s
system.

“Active Accounts” means an account that has had activity in Eligible Securities
within the last six months.

“Allocation” means (1) the placement of shares/contracts into the same account for
which an order was originally placed; or (2) the placement of shares/contracts into an account
based on allocation instructions (e.g., subaccount allocations, delivery versus payment (“DVP”)
allocations).

“Allocation Report” means a report made to the Central Repository by an Industry

Member that identifies the Firm Designated ID for any account(s), including subaccount(s), to
which executed shares/contracts are allocated and provides (1) the security that has been allocated;
(2) the identifier of the firm reporting the allocation; (3) the price per share/contract of
shares/contracts allocated; (4) the side of shares/contracts allocated; (5) the number of
shares/contracts allocated to each account; (6) the time of the allocation; (7) Allocation ID, which
is the internal allocation identifier assigned to the allocation event by the Industry Member; (8)
trade date; (9) settlement date; (10) IB/correspondent CRD Number (if applicable); (11) FDID of
new order(s) (if available in the booking system); (12) allocation instruction time (optional); (12)
if account meets the definition of institution under FINRA Rule 4512(c); (13) type of allocation
(allocation to a custody account, allocation to a DVP account, step-out, correspondent flip,
allocation to a firm owned or controlled account, or other non-reportable transactions (e.g., option
exercises, conversions); (14) for DVP allocations, custody broker-dealer clearing number (prime
broker) if the custodian is a U.S. broker-dealer, DTCC number if the custodian is a U.S. bank, or
a foreign indicator, if the custodian is a foreign entity; and (15) if an allocation was cancelled, a
cancel flag indicating that the allocation was cancelled, and a cancel timestamp, which represents

45
the time at which the allocation was cancelled; provided, for the avoidance of doubt, any such
Allocation Report shall not be required to be linked to particular orders or executions.

“ATS” means an alternative trading system, as defined in Rule 300(a)(1) of

Regulation ATS under the Exchange Act.

“Business Clock” means a clock used to record the date and time of any Reportable
Event required to be reported under Rules 4.5 through 4.16.

“CAT” means the consolidated audit trail contemplated by SEC Rule 613.

“CAT NMS Plan” means the National Market System Plan Governing the
Consolidated Audit Trail, as amended from time to time.

“CAT-Order-ID” means a unique order identifier or series of unique order

identifiers that allows the Central Repository to efficiently and accurately link all Reportable
Events for an order, and all orders that result from the aggregation or disaggregation of such order.

“CAT Reporting Agent” means a Data Submitter that is a third party that enters
into an agreement with an Industry Member pursuant to which the CAT Reporting Agent agrees
to fulfill such Industry Member’s reporting obligations under Rules 4.5 through 4.16.

“Central Repository” means the repository responsible for the receipt,

consolidation, and retention of all information reported to the CAT pursuant to SEC Rule 613 and
the CAT NMS Plan.

“Client Account” means, for the purposes of an Allocation and Allocation Report,
any account or subaccount that is not owned or controlled by the Industry Member.

“Compliance Threshold” has the meaning set forth in Rule 4.15(d).

“Customer” means:

the account holder(s) of the account at an Industry Member originating the

order; and

any person from whom the Industry Member is authorized to accept trading
instructions for such account, if different from the account holder(s).

“Customer Account Information” shall include, but not be limited to, account type,
customer type, date account opened, and large trader identifier (if applicable); except, however,
that:

in those circumstances in which an Industry Member has established a

trading relationship with an institution but has not established an account with that
institution, the Industry Member will:

46
provide the Account Effective Date in lieu of the “date account
opened”; and

identify the “account type” as a “relationship”.

in those circumstances in which the relevant account was established prior

to commencement of Phase 2c or Phase 2d (as applicable depending on whether the
account involves Eligible Securities that are equities or options), and no “date account
opened” is available for the account, the Industry Member will provide the Account
Effective Date in the following circumstances:

where an Industry Member changes back office providers or

clearing firms and the date account opened is changed to the date the account was
opened on the new back office/clearing firm system;

where an Industry Member acquires another Industry Member and

the date account opened is changed to the date the account was opened on the post-
merger back office/clearing firm system;

where there are multiple dates associated with an account in an

Industry Member’s system, and the parameters of each date are determined by the
individual Industry Member; and

where the relevant account is an Industry Member proprietary

account.

“Customer Identifying Information” means information of sufficient detail to

identify a Customer, including, but not limited to:

with respect to individuals: name, address, year of birth, individual’s role in

the account (e.g., primary holder, joint holder, guardian, trustee, person with the power of
attorney); and

with respect to legal entities: name, address, Employer Identification

Number (“EIN”)/Legal Entity Identifier (“LEI”) or other comparable common entity
identifier, if applicable; provided, however, that an Industry Member that has an LEI for a
Customer must submit the Customer’s LEI in addition to other information of sufficient
detail to identify a Customer.

“Data Submitter” means any person that reports data to the Central Repository,
including national securities exchanges, national securities associations, broker-dealers, the SIPs
for the CQS, CTA, UTP and Plan for Reporting of Consolidated Options Last Sale Reports and
Quotation Information (“OPRA”) Plans, and certain other vendors or third parties that may submit
data to the Central Repository on behalf of Industry Members.

“Eligible Security” includes:

all NMS Securities; and

47
all OTC Equity Securities.

“Error Rate” means the percentage of Reportable Events collected by the Central
Repository in which the data reported does not fully and accurately reflect the order event that
occurred in the market.

“Firm Designated ID” means (1) a unique and persistent identifier for each trading
account designated by Industry Members for purposes of providing data to the Central Repository,
provided, however, such identifier may not be the account number for such trading account if the
trading account is not a proprietary account; (2) a unique and persistent relationship identifier when
an Industry Member does not have an account number available to its order handling and/or execution
system at the time of order receipt, provided, however, such identifier must be masked; or (3) a unique
and persistent entity identifier when an employee of an Industry Member is exercising discretion over
multiple client accounts and creates an aggregated order for which a trading account number of the
Industry Member is not available at the time of order origination, where each such identifier is unique
among all identifiers from any given Industry Member.

“Industry Member” means a member of a national securities exchange or a member

of a national securities association.

“Industry Member Data” has the meaning set forth in Rule 4.7(a)(2).

“Phase 2a Industry Member Data” means Industry Member Data required

to be reported to the Central Repository commencing in Phase 2a.

(2) “Phase 2b Industry Member Data” means Industry Member Data

required to be reported to the Central Repository commencing in Phase 2b.

“Phase 2c Industry Member Data” means Industry Member Data required

to be reported to the Central Repository commencing in Phase 2c.

“Phase 2d Industry Member Data” means Industry Member Data required

to be reported to the Central Repository commencing in Phase 2d.

“Phase 2e Industry Member Data” means Industry Member Data required

to be reported to the Central Repository commencing in Phase 2e. The full
scope of Industry Member Data required by the CAT NMS Plan will be
required to be reported to the CAT when Phase 2e has been implemented,
subject to any applicable exemptive relief or amendments to the CAT NMS
Plan.

“Initial Plan Processor” means the first Plan Processor selected by the Operating
Committee in accordance with SEC Rule 613, Section 6.1 of the CAT NMS Plan and the National
Market System Plan Governing the Process for Selecting a Plan Processor and Developing a Plan
for the Consolidated Audit Trail.

“Introducing Industry Member” means a broker-dealer that does not qualify as a

Small Industry Member solely because such broker-dealer satisfies Rule 0-10(i)(2) under the

48
Exchange Act in that it introduces transactions on a fully disclosed basis to clearing firms that are
not small businesses or small organizations.

“Listed Option” or “Option” have the meaning set forth in Rule 600(b)(35) of
Regulation NMS.

“Manual Order Event” means a non-electronic communication of order-related

information for which Industry Members must record and report the time of the event.

“Material Terms of the Order” includes: the NMS Security or OTC Equity Security
symbol; security type; price (if applicable); size (displayed and non-displayed); side (buy/sell);
order type; if a sell order, whether the order is long, short, short exempt; open/close indicator
(except on transactions in equities); time in force (if applicable); if the order is for a Listed Option,
option type (put/call), option symbol or root symbol, underlying symbol, strike price, expiration
date, and open/close (except on market maker quotations); and any special handling instructions.

“NMS Security” means any security or class of securities for which transaction
reports are collected, processed, and made available pursuant to an effective transaction reporting
plan, or an effective national market system plan for reporting transactions in Listed Options.

“NMS Stock” means any NMS Security other than an option.

“Operating Committee” means the governing body of the CAT NMS, LLC
designated as such and described in Article IV of the CAT NMS Plan.

“Options Market Maker” means a broker-dealer registered with an exchange for the
purpose of making markets in options contracts traded on the exchange.

“Order” or “order”, with respect to Eligible Securities, shall include:

Any order received by an Industry Member from any person;

Any order originated by an Industry Member; or

Any bid or offer.

“OTC Equity Security” means any equity security, other than an NMS Security,
subject to prompt last sale reporting rules of a registered national securities association and
reported to one of such association’s equity trade reporting facilities.

“Participant” means each Person identified as such in Exhibit A of the CAT NMS
Plan, as amended, in such Person’s capacity as a Participant in CAT NMS, LLC.

“Person” means any individual, partnership, limited liability company, corporation,

joint venture, trust, business trust, cooperative or association and any heirs, executors,
administrators, legal representatives, successors and assigns of such Person where the context so
permits.

49
“Plan Processor” means the Initial Plan Processor or any other Person selected by
the Operating Committee pursuant to SEC Rule 613 and Sections 4.3(b)(i) and 6.1 of the CAT
NMS Plan, and with regard to the Initial Plan Processor, the National Market System Plan
Governing the Process for Selecting a Plan Processor and Developing a Plan for the Consolidated
Audit Trail, to perform the CAT processing functions required by SEC Rule 613 and set forth in
the CAT NMS Plan.

“Received Industry Member Data” has the meaning set forth in Rule 4.7(a)(2).

“Recorded Industry Member Data” has the meaning set forth in Rule 4.7(a)(1).

“Reportable Event” includes, but is not limited to, the original receipt or
origination, modification, cancellation, routing, execution (in whole or in part) and allocation of
an order, and receipt of a routed order.

“SRO” means any self-regulatory organization within the meaning of Section

3(a)(26) of the Exchange Act.

“SRO-Assigned Market Participant Identifier” means an identifier assigned to an

Industry Member by an SRO or an identifier used by a Participant.

“Small Industry Member” means an Industry Member that qualifies as a small

broker-dealer as defined in Rule 0-10(c) under the Securities Exchange Act of 1934, as amended.

“Trading Day” shall have the meaning as is determined by the Operating

Committee. For the avoidance of doubt, the Operating Committee may establish different Trading
Days for NMS Stocks (as defined in SEC Rule 600(b)(47)), Listed Options, OTC Equity
Securities, and any other securities that are included as Eligible Securities from time to time.

“Transformed Value for individual tax payer identification number ("ITIN")/social

security number ("SSN")” means the interim value created by an Industry Member based on a
Customer ITIN/SSN.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03); amended June 22, 2020 (SR-CboeEDGA-
2020-018); amended July 31, 2020 (SR-CboeEDGA-2020-022); amended February 16, 2021
(SR-CboeEDGA-2021-005)]

Consolidated Audit Trail - Clock Synchronization

Clock Synchronization

Each Industry Member shall synchronize its Business Clocks, other than
such Business Clocks used solely for Manual Order Events or used solely for the time of
allocation on Allocation Reports, at a minimum to within a fifty (50) millisecond tolerance
of the time maintained by the atomic clock of the National Institute of Standards and
Technology (“NIST”), and maintain such synchronization.

Each Industry Member shall synchronize:

50
its Business Clocks used solely for Manual Order Events; and

its Business Clocks used solely for the time of allocation on

Allocation Reports at a minimum to within a one second tolerance of the time
maintained by the NIST atomic clock, and maintain such synchronization.

The tolerance for paragraphs (a)(1) and (a)(2) of this Rule includes all of
the following:

The difference between the NIST atomic clock and the Industry
Member’s Business Clock;

The transmission delay from the source; and

The amount of drift of the Industry Member’s Business Clock.

Business Clocks must be synchronized every business day before market

open to ensure that timestamps for Reportable Events are accurate. To maintain clock
synchronization, Business Clocks must be checked against the NIST atomic clock and re-
synchronized, as necessary, throughout the day.

Documentation

Industry Members must document and maintain their synchronization procedures for
Business Clocks. Industry Members must keep a log of the times when they synchronize their
Business Clocks and the results of the synchronization process. This log should include notice of
any time a Business Clock drifts more than the applicable tolerance specified in paragraph (a) of
this Rule. Such log must include results for a period of not less than five years ending on the
then current date, or for the entire period for which the Industry Member has been required to
comply with this Rule if less than five years.

Certification

Each Industry Member shall certify to the Exchange that its Business Clocks satisfy the
synchronization requirements set forth in paragraph (a) of this Rule periodically in accordance
with the certification schedule established by the Operating Committee pursuant to the CAT
NMS Plan.

Violation Reporting

Each Industry Member with Business Clocks must report to the Plan Processor and the
Exchange violations of paragraph (a) of this Rule pursuant to the thresholds set by the Operating
Committee pursuant to the CAT NMS Plan.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03)]

51
Consolidated Audit Trail – Industry Member Data Reporting

Recording and Reporting Industry Member Data

Subject to paragraph (3) below, each Industry Member shall record and
electronically report to the Central Repository the following details for each order and each
Reportable Event, as applicable (“Recorded Industry Member Data”) in the manner
prescribed by the Operating Committee pursuant to the CAT NMS Plan:

for original receipt or origination of an order:

(i) Firm Designated ID(s) for each Customer;

(ii) CAT-Order-ID;

(iii) SRO-Assigned Market Participant Identifier of the Industry

Member receiving or originating the order;

(iv) date of order receipt or origination;

(v) time of order receipt or origination (using timestamps

pursuant to Rule 4.10);

(vi) Material Terms of the Order;

(vii) the unique identification of any appropriate information

barriers in place at the department within the Industry Member where the
order was received or originated;

(viii) any request by a Customer that a limit order not be displayed,

or that a block size limit order be displayed, pursuant to applicable rules;

(ix) the nature of the department or desk that originated the order,
or received the order from a Customer;

(x) the type of account holder for which the order is submitted;

(xi) for an Industry Member that operates an ATS:

(a) the ATS’s unique identifier for the order type of the
order;

(b) the National Best Bid and National Best Offer (or
relevant reference price) at the time of order receipt or
origination, and the date and time at which the ATS recorded
such National Best Bid and National Best Offer (or relevant
reference price);

52
(c) the identification of the market data feed used by the ATS
to record the National Best Bid and National Best Offer (or
relevant reference price) for purposes of subparagraph
(xi)(2). If for any reason, the ATS uses an alternative market
data feed than what was reported on its ATS data
submission, the ATS must provide notice to the Central
Repository of the fact that an alternative source was used,
identify the alternative source, and specify the date(s),
time(s) and securities for which the alternative source was
used;

(d) the sequence number assigned to the receipt or

origination of the order by the ATS’s matching engine;

(e) whether the ATS displays subscriber orders outside the

ATS (other than to alternative trading system employees). If
an ATS does display subscriber orders outside the ATS
(other than to alternative trading system employees),
indicate whether the order is displayed to subscribers only or
through publicly disseminated quotation data.

for the routing of an order:

(i) CAT-Order-ID;

(ii) date on which the order is routed;

(iii) time at which the order is routed (using timestamps pursuant

to Rule 4.10);

(iv) SRO-Assigned Market Participant Identifier of the Industry

Member routing the order;

(v) SRO-Assigned Market Participant Identifier of the Industry

Member or Participant to which the order is being routed;

(vi) if routed internally at the Industry Member, the identity and

nature of the department or desk to which the order is routed, and the unique
identification of any appropriate information barriers in place at the
department within the Industry Member to which the order was transmitted;

(vii) Material Terms of the Order; and

(viii) for Industry Members that operate ATSs, the sequence

number assigned to the routing of the order by the ATS’s matching engine.

for the receipt of an order that has been routed, the following
information:

53
(i) CAT-Order-ID;

(ii) date on which the order is received;

(iii) time at which the order is received (using timestamps

pursuant to Rule 4.10);

(iv) SRO-Assigned Market Participant Identifier of the Industry

Member receiving the order;

(v) SRO-Assigned Market Participant Identifier of the Industry

Member or Participant routing the order;

(vi) Material Terms of the Order;

(vii) the unique identification of any appropriate information

barriers in place at the department within the Industry Member which
received the order;

(viii) the nature of the department or desk that received the order;

(ix) any request by a Customer that a limit order not be displayed,

or that a block size limit order be displayed, pursuant to applicable rules;
and

(x) for an Industry Member that operates an ATS:

(a) the ATS’s unique identifier for the order type of the order;

(b) the National Best Bid and National Best Offer (or relevant
reference price) at the time of order receipt, and the date and time at
which the ATS recorded such National Best Bid and National Best
Offer (or relevant reference price);

(c) the identification of the market data feed used by the ATS
to record the National Best Bid and National Best Offer (or relevant
reference price) for purposes of subparagraph (x)(b). If for any reason,
the ATS uses an alternative market data feed than what was reported
on its ATS data submission, the ATS must provide notice to the
Central Repository of the fact that an alternative source was used,
identify the alternative source, and specify the date(s), time(s) and
securities for which the alternative source was used;

(d) the sequence number assigned to the receipt of the order by

the ATS’s matching engine; and

(e) whether the ATS displays subscriber orders outside the

ATS (other than to alternative trading system employees). If an ATS

54
does display subscriber orders outside the ATS (other than to
alternative trading system employees), indicate whether the order is
displayed to subscribers only or through publicly disseminated
quotation data.

if the order is modified or cancelled:

(i) CAT-Order-ID;

(ii) date the modification or cancellation is received or

originated;

(iii) time at which the modification or cancellation is received or

originated (using timestamps pursuant to Rule 4.10);

(iv) price and remaining size of the order, if modified;

(v) other changes in the Material Terms of the Order, if

modified;

(vi) whether the modification or cancellation instruction was

given by the Customer or was initiated by the Industry Member;

(vii) the unique identification of any appropriate information

barriers at the department within the Industry Member which received or
originated the modification;

(viii) any request by a Customer that a limit order not be displayed,

or that a block size limit order be displayed, pursuant to applicable rules;
and

(ix) for an Industry Member that operates an ATS:

(a) the ATS’s unique identifier for the order type of the order;

(b) the National Best Bid and National Best Offer (or relevant
reference price) at the time of order modification or cancellation, and
the date and time at which the ATS recorded such National Best Bid
and National Best Offer (or relevant reference price);

(c) the identification of the market data feed used by the ATS
to record the National Best Bid and National Best Offer (or relevant
reference price) for purposes of subparagraph (ix)(b). If for any reason,
the ATS uses an alternative market data feed than what was reported
on its ATS data submission, the ATS must provide notice to the
Central Repository of the fact that an alternative source was used,
identify the alternative source, and specify the date(s), time(s) and
securities for which the alternative source was used;

55
(d) the sequence number assigned to the modification or
cancellation of the order by the ATS’s matching engine; and

(e) each time the ATS’s matching engine re-prices an order or

changes the display quantity of an order, the time of such modification
and the applicable new price or size.

if the order is executed, in whole or in part:

(i) CAT-Order-ID;

(ii) date of execution;

(iii) time of execution (using timestamps pursuant to Rule 4.10);

(iv) execution capacity (principal, agency or riskless principal);

(v) execution price and size;

(vi) SRO-Assigned Market Participant Identifier of the Industry

Member executing the order;

(vii) whether the execution was reported pursuant to an effective

transaction reporting plan or the Plan for Reporting of Consolidated Options
Last Sale Reports and Quotation Information; and

(viii) for Industry Members that operate ATSs:

(a) the National Best Bid and National Best Offer (or
relevant reference price) at the time of execution, and the
date and time at which the ATS recorded such National Best
Bid and National Best Offer (or relevant reference price);

(b) the identification of the market data feed used by the ATS
to record the National Best Bid and National Best Offer (or
relevant reference price) for purposes of subparagraph
(viii)(a). If for any reason, the ATS uses an alternative
market data feed than what was reported on its ATS data
submission, the ATS must provide notice to the Central
Repository of the fact that an alternative source was used,
identify the alternative source, and specify the date(s),
time(s) and securities for which the alternative source was
used; and

(c) the sequence number assigned to the execution of the

order by the ATS’s matching engine.

56
other information or additional events as may be prescribed pursuant
to the CAT NMS Plan.

Subject to subparagraph (a)(3) below, each Industry Member shall record

and report to the Central Repository the following, as applicable (“Received Industry
Member Data” and, collectively with the information referred to in subparagraph (a)(1),
“Industry Member Data”)) in the manner prescribed by the Operating Committee pursuant
to the CAT NMS Plan:

if the order is executed, in whole or in part:

(i) SRO-Assigned Market Participant Identifier of the clearing

broker, if applicable; and

(ii) CAT-Order-ID of any contra-side order(s);

if the trade is cancelled, a cancelled trade indicator;

for original receipt or origination of an order, the Firm Designated

ID for the relevant Customer, Transformed Value for individual tax payer
identification number (“ITIN”)/social security number (“SSN”), and in accordance
with Rule 4.8, Customer Account Information and Customer Identifying
Information for the relevant Customer;

An Industry Member that operates an ATS must provide to the Central

Repository:

(i) a list of all of its order types twenty (20) days before such order
types become effective; and

(ii) any changes to its order types twenty (20) days before such
changes become effective.

An identifier shall not be required for market and limit orders that have no other
special handling instructions.

If an Industry Member is required to submit and submits a trade

report for a trade, and, if the trade is cancelled, a cancellation, to one of FINRA’s
Trade Reporting Facilities, OTC Reporting Facility or Alternative Display Facility
pursuant to applicable SRO rules, and the Industry Member is required to report the
corresponding execution and/or cancellation to the Central Repository:

(i) the Industry Member is required to report to the Central

Repository the trade identifier reported by the Industry Member to such
FINRA facility for the trade when the Industry Member reports the
execution of an order pursuant to Rule 4.7(a)(1)(E) or cancellation of an
order pursuant to Rule 4.7(a)(1)(D) beginning June 22, 2020 for Large
Industry Members and Small Industry OATS Reporters and beginning

57
December 13, 2021 for Small Industry Non-OATS Reporters, and such
trade identifier must be unique beginning October 26, 2020 for Large
Industry Members and Small Industry OATS Reporters and beginning
December 13, 2021 for Small Industry Non-OATS Reporters;

(ii) if the order is executed in whole or in part, and the Industry

Member submits the trade report to one of FINRA’s Trade Reporting
Facilities, OTC Reporting Facility or Alternative Display Facility pursuant
to applicable SRO rules, the Industry Member is not required to submit the
SRO-Assigned Market Participant Identifier of the clearing broker pursuant
to Rule 4.7(a)(2)(A)(ii); provided, however, if the Industry Member does
not report the clearing number of the clearing broker to such FINRA facility
for a trade, or does not report the unique trade identifier to the Central
Repository as required by Rule 4.7(a)(2)(E)(i), then the Industry Member
would be required to record and report to the Central Repository the clearing
number of the clearing broker as well as information about the contra party
to the trade beginning April 26, 2021 for Large Industry Members and Small
Industry OATS Reporters and beginning December 13, 2021 for Small
Industry Non-OATS Reporters; and

(iii) if the trade is cancelled and the Industry Member submits the
cancellation to one of FINRA’s Trade Reporting Facilities, OTC Reporting
Facility or Alternative Display Facility pursuant to applicable SRO rules,
the Industry Member is not required to submit the cancelled trade indicator
pursuant to Rule 4.7(a)(2)(B), provided, however, if the Industry Member
does not report a cancellation for a canceled trade to such FINRA facility,
or does not report the unique trade identifier as required by Rule
4.7(a)(2)(E)(i), then the Industry Member would be required to record and
report to the Central Repository a cancelled trade indicator as well as a
cancelled trade timestamp beginning June 22, 2020 for Large Industry
Members and Small Industry OATS Reporters and beginning December 13,
2021 for Small Industry Non-OATS Reporters.

(F) an Allocation Report any time the Industry Member performs an Allocation to a
Client Account, whether or not the Industry Member was the executing broker for
the trade.

Each Industry Member that is an Options Market Maker is not required to

report to the Central Repository the Industry Member Data regarding the routing,
modification or cancellation of its quotes in Listed Options. Each Industry Member that is
an Options Market Maker shall report to the Exchange the time at which its quote in a
Listed Option is sent to the Exchange (and, if applicable, any subsequent quote
modification time and/or cancellation time when such modification or cancellation is
originated by the Options Market Maker).

Timing of Recording and Reporting

58
Each Industry Member shall record Recorded Industry Member Data
contemporaneously with the applicable Reportable Event.

Each Industry Member shall report:

Recorded Industry Member Data to the Central Repository by 8:00

a.m. Eastern Time on the Trading Day following the day the Industry Member
records such Recorded Industry Member Data; and

Received Industry Member Data to the Central Repository by 8:00

a.m. Eastern Time on the Trading Day following the day the Industry Member
receives such Received Industry Member Data.

Industry Members may, but are not required to, voluntarily report Industry
Member Data prior to the applicable 8:00 a.m. Eastern Time deadline.

Applicable Securities

Each Industry Member shall record and report to the Central Repository
the Industry Member Data as set forth in paragraph (a) of this Rule for each NMS Security
registered or listed for trading on such exchange or admitted to unlisted trading privileges
on such exchange.

Each Industry Member shall record and report to the Central Repository
the Industry Member Data as set forth in this paragraph (a) of this Rule for each Eligible
Security for which transaction reports are required to be submitted to FINRA.

Security Symbology

For each exchange-listed Eligible Security, each Industry Member shall

report Industry Member Data to the Central Repository using the symbology format of the
exchange listing the security.

For each Eligible Security that is not exchange-listed, each Industry

Member shall report Industry Member Data to the Central Repository using such
symbology format as approved by the Operating Committee pursuant to the CAT NMS
Plan.

Error Correction

For each Industry Member for which errors in Industry Member Data submitted to the
Central Repository have been identified by the Plan Processor or otherwise, such Industry Member
shall submit corrected Industry Member Data to the Central Repository by 8:00 a.m. Eastern Time
on T+3.

Each Industry Member that operates an ATS that trades OTC Equity Securities
shall provide to the Central Repository;

59
the best bid and best offer for each OTC Equity Security traded on such
ATS;

an indication of whether each bid and offer for OTC Equity Securities was
solicited or unsolicited; and

the unpriced bids and offers for each OTC Equity Security traded on such
ATS.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03); amended June 22, 2020 (SR-CboeEDGA-
2020-018); amended February 16, 2021 (SR-CboeEDGA-2021-005)]

Consolidated Audit Trail – Customer Information Reporting

Initial Set of Customer Information

Each Industry Member shall submit to the Central Repository the Firm Designated ID,
the Transformed Value for individual tax payer identification number (“ITIN”)/social security
number (“SSN”), Customer Account Information and Customer Identifying Information for each
of its Customers with an Active Account prior to such Industry Member's commencement of
reporting to the Central Repository and in accordance with the deadlines set forth in Rule 6880.

Daily Updates to Customer Information

Each Industry Member shall submit to the Central Repository any updates, additions or
other changes to the Firm Designated ID, the Transformed Value for individual tax payer
identification number (“ITIN”)/social security number (“SSN”), Customer Account Information
and Customer Identifying Information for each of its Customers with an Active Account on a
daily basis.

Periodic Updates to Complete Set of Customer Information

On a periodic basis as designated by the Plan Processor and approved by the Operating
Committee, each Industry Member shall submit to the Central Repository a complete set of Firm
Designated IDs, the Transformed Value for individual tax payer identification number
(“ITIN”)/social security number (“SSN”), Customer Account Information and Customer
Identifying Information for each of its Customers with an Active Account.

Error Correction

For each Industry Member for which errors in Firm Designated ID, the Transformed Value
for individual tax payer identification number (“ITIN”)/social security number (“SSN”), Customer
Account Information and Customer Identifying Information for each of its Customers with an
Active Account submitted to the Central Repository have been identified by the Plan Processor or
otherwise, such Industry Member shall submit corrected data to the Central Repository by 5:00
p.m. Eastern Time on T+3.

60
[Adopted March 15, 2017 (SR-BatsEDGA-2017-03); amended June 22, 2020 (SR-CboeEDGA-
2020-018)]

Consolidated Audit Trail – Industry Member Information Reporting

Each Industry Member shall submit to the Central Repository information sufficient to identify
such Industry Member, including CRD number and LEI, if such LEI has been obtained, prior to
such Industry Member’s commencement of reporting to the Central Repository and in accordance
with the deadlines set forth in Rule 4.13, and keep such information up to date as necessary.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03)]

Consolidated Audit Trail - Time Stamps

Millisecond Time Stamps

Subject to paragraphs (a)(2) and (b), each Industry Member shall record
and report Industry Member Data to the Central Repository with time stamps in
milliseconds.

Subject to paragraph (b), to the extent that any Industry Member’s order
handling or execution systems utilize time stamps in increments finer than milliseconds,
such Industry Member shall record and report Industry Member Data to the Central
Repository with time stamps in such finer increment up to nanoseconds; provided, that
Industry Members that capture timestamps in increments more granular than nanoseconds
must truncate the timestamps after the nanosecond level for submission to CAT, rather than
rounding such timestamps up or down, until April 8, 2025.

One Second Time Stamps/Electronic Order Capture

Each Industry Member may record and report Manual Order Events to the
Central Repository in increments up to and including one second, provided that each
Industry Member shall record and report the time when a Manual Order Event has been
captured electronically in an order handling and execution system of such Industry Member
(“Electronic Capture Time”) in milliseconds; and

Each Industry Member may record and report the time of Allocation
Reports in increments up to and including one second.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03); amended June 22, 2020 (SR-CboeEDGA-
2020-018)]

Consolidated Audit Trail – Clock Synchronization Rule Violation

An Industry Member that engages in a pattern or practice of reporting Reportable Events outside
of the required clock synchronization time period as set forth in Rules 4.5 through 4.16 without
reasonable justification or exceptional circumstances may be considered in violation of this Rule.

61
[Adopted March 15, 2017 (SR-BatsEDGA-2017-03)]

Consolidated Audit Trail – Connectivity and Data Transmission

Data Transmission

Each Industry Member shall transmit data as required under the CAT NMS Plan to the
Central Repository utilizing such format(s) as may be provided by the Plan Processor and
approved by the Operating Committee.

Connectivity

Each Industry Member shall connect to the Central Repository using a secure method(s),
including but not limited to private line(s) and virtual private network connection(s).

CAT Reporting Agents

Any Industry Member may enter into an agreement with a CAT Reporting
Agent pursuant to which the CAT Reporting Agent agrees to fulfill the obligations of such
Industry Member under Rules 4.5 through 4.16. Any such agreement shall be evidenced
in writing, which shall specify the respective functions and responsibilities of each party
to the agreement that are required to effect full compliance with the requirements of Rules
4.5 through 4.16.

All written documents evidencing an agreement described in subparagraph

(1) shall be maintained by each party to the agreement.

Each Industry Member remains primarily responsible for compliance with

the requirements of Rules 4.5 through 4.16, notwithstanding the existence of an agreement
described in this paragraph.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03)]

Consolidated Audit Trail – Development and Testing

Development

Industry Member file submission and data integrity testing for Phases 2a
and 2b shall begin in December 2019.

Industry Member testing of the Reporter Portal, including data integrity error
correction tools and data submissions, shall begin in February 2020.

The Industry Member test environment shall open with intra-firm linkage
validations to Industry Members for both Phases 2a and 2b in April 2020.

The Industry Member test environment shall open to Industry Members with
inter-firm linkage validations for both Phases 2a and 2b in July 2020.

62
The Industry Member test environment shall open to Industry Members with
Phase 2c functionality (full representative order linkages) in January 2021.

The Industry Member test environment shall open to Industry Members with
Phase 2d functionality (manual options orders, complex options orders, and options
allocations) in June 2021.

Participant exchanges that support options market making quoting shall

begin accepting Quote Sent Time on quotes from Industry Members no later than April 2020.

The Industry Member test environment (customer and account information)

will be open to Industry Members in January 2022.

Testing

Each Industry Member shall participate in testing related to the Central Repository,
including any industry-wide disaster recovery testing, pursuant to the schedule established
pursuant to the CAT NMS Plan.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03); amended June 22, 2020 (SR-CboeEDGA-
2020-018)]

Consolidated Audit Trail - Recordkeeping

Each Industry Member shall maintain and preserve records of the information required to be
recorded under Rules 4.5 through 4.16 for the period of time and accessibility specified in SEC
Rule 17a-4(b). The records required to be maintained and preserved under this Rule may be
immediately produced or reproduced on “micrographic media” as defined in SEC Rule 17a-
4(f)(1)(i) or by means of “electronic storage media” as defined in SEA Rule 17a-4(f)(1)(ii) that
meet the conditions set forth in SEC Rule 17a-4(f) and be maintained and preserved for the
required time in that form.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03)]

Consolidated Audit Trail – Timely, Accurate and Complete Data

General

Industry Members are required to record and report data to the Central Repository as
required by Rules 4.5 through 4.16 in a manner that ensures the timeliness, accuracy, integrity
and completeness of such data.

LEIs

Without limiting the requirement set forth in paragraph (a), Industry Members are
required to accurately provide the LEIs in their records as required by Rules 4.5 through 4.16 and
may not knowingly submit inaccurate LEIs to the Central Repository; provided, however, that

63
this requirement does not impose any additional due diligence obligations on Industry Members
with regard to LEIs for CAT purposes.

Compliance with Error Rate

If an Industry Member reports data to the Central Repository with errors such that the
error percentage exceeds the maximum Error Rate established by the Operating Committee
pursuant to the CAT NMS Plan, then such Industry Member would not be in compliance with
Rules 4.5 through 4.16.

Compliance Thresholds

Each Industry Member shall be required to meet a separate compliance threshold which
will be an Industry Member-specific rate that may be used as the basis for further review or
investigation into the Industry Member’s performance with regard to the CAT (the “Compliance
Thresholds”). Compliance Thresholds will compare an Industry Member’s error rate to the
aggregate Error Rate over a period of time to be defined by the Operating Committee. An
Industry Member’s performance with respect to its Compliance Threshold will not signify, as a
matter of law, that such Industry Member has violated Rules 4.5 through 4.16.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03)]

Consolidated Audit Trail – Compliance Dates

General

Paragraphs (b) and (c) of this Rule set forth the additional details with respect to the
compliance date of Rules 4.5 through 4.16. Unless otherwise noted, Rules 4.5 through 4.16 are
fully effective and Members must comply with their terms.

Clock Synchronization

Each Industry Member shall comply with Rule 4.6 with regard to Business
Clocks that capture time in milliseconds commencing on or before March 15, 2017.

Each Industry Member shall comply with Rule 4.2 with regard to Business
Clocks that do not capture time in milliseconds commencing on or before February 19,
2018.

CAT Data Reporting

Each Industry Member (other than a Small Industry Member) (“Large

Industry Member”) shall record and report the Industry Member Data to the Central
Repository, as follows:

) Phase 2a Industry Member Data by June 22, 2020;

(B) Phase 2b Industry Member Data by July 20, 2020;

64
(C) Phase 2c Industry Member Data by April 26, 2021;

(D) Phase 2d Industry Member Data by December 13, 2021; and

(E) Phase 2e Industry Member Data by July 11, 2022.

Each Industry Member that is a Small Industry Member shall record and
report the Industry Member Data to the Central Repository, as follows:

Small Industry Members that are required to record or report

information to FINRA’s Order Audit Trail System pursuant to applicable SRO
rules (“Small Industry OATS Reporter”) to report to the Central Repository Phase
2a Industry Member Data by June 22, 2020.

Small Industry Members that are not required to record or report

information to FINRA’s Order Audit Trail System pursuant to applicable SRO
rules (“Small Industry Non-OATS Reporter”) to report to the Central Repository
Phase 2a Industry Member Data by December 13, 2021.

Small Industry Members to report to the Central Repository Phase

2b Industry Member Data, Phase 2c Industry Member Data, and Phase 2d Industry
Member Data by December 13, 2021; and

Small Industry Members to report to the Central Repository Phase

2e Industry Member Data by July 11, 2022.

Introducing Industry Members must comply with the requirements of the

CAT NMS Plan applicable to Small Industry Members.

[Adopted March 15, 2017 (SR-BatsEDGA-2017-03); amended June 22, 2020 (SR-CboeEDGA-
2020-018)]

Consolidated Audit Trail – Fee Dispute Resolution

Definitions.

For purposes of this Rule, the terms “CAT NMS Plan”, “Industry
Member”, “Operating Committee”, and “Participant” are defined as set forth in the Rule
4.5 (Consolidated Audit Trail – Definitions).

“Subcommittee” means a subcommittee designated by the Operating

Committee pursuant to the CAT NMS Plan.

“CAT Fee” means any fees contemplated by the CAT NMS Plan and
imposed on Industry Members pursuant to Exchange Rules.

Fee Dispute Resolution.

65
Disputes initiated by an Industry Member with respect to CAT Fees charged to such
Industry Member, including disputes related to the designated tier and the fee calculated pursuant
to such tier, shall be resolved by the Operating Committee, or a Subcommittee designated by the
Operating Committee, of the CAT NMS Plan, pursuant to the Fee Dispute Resolution Procedures
adopted pursuant to the CAT NMS Plan and set forth in paragraph (c) of this Rule. Decisions on
such matters shall be binding on Industry Members, without prejudice to the rights of any such
Industry Member to seek redress from the SEC or in any other appropriate forum.

Fee Dispute Resolution Procedures under the CAT NMS Plan.

Scope of Procedures

These Fee Dispute Resolution Procedures provide the procedure for Industry Members
that dispute CAT Fees charged to such Industry Member, including disputes related to the
designated tier and the fee calculated pursuant to such tier, to apply for an opportunity to
be heard and to have the CAT Fees charged to such Industry Member reviewed.

Submission and Time Limitation on Application to CAT NMS, LLC

(“Company”)

An Industry Member that disputes CAT Fees charged to such Industry Member and
that desires to have an opportunity to be heard with respect to such disputed CAT Fees
shall file a written application with the Company within 15 business days after being
notified of such disputed CAT Fees. The application shall identify the disputed CAT Fees,
state the specific reasons why the applicant takes exception to such CAT Fees, and set forth
the relief sought. In addition, if the applicant intends to submit any additional documents,
statements, arguments or other material in support of the application, the same should be
so stated and identified.

Procedure Following Applications for Hearing

Fee Review Subcommittee

The Company will refer applications for hearing and review promptly to the
Subcommittee designated by the Operating Committee pursuant to Section 4.12 of
the CAT NMS Plan with responsibility for conducting the reviews of CAT Fee
disputes pursuant to these Fee Dispute Resolution Procedures. This Subcommittee
will be referred to as the Fee Review Subcommittee. The members of the Fee
Review Subcommittee will be subject to the provisions of Section 4.3(d) of the
CAT NMS Plan regarding recusal and Conflicts of Interest.

Record

The Fee Review Subcommittee will keep a record of the proceedings.

Hearings and Documents

66
The Fee Review Subcommittee will hold hearings promptly. The Fee
Review Subcommittee will set a hearing date. The parties to the hearing (as
described in paragraph (4)(A) below) shall furnish the Fee Review Subcommittee
with all materials relevant to the proceedings at least 72 hours prior to the date of
the hearing. Each party shall have the right to inspect and copy the other party’s
materials prior to the hearing.

Hearing and Decision

Parties

The parties to the hearing shall consist of the applicant and a representative
of the Company who shall present the reasons for the action taken by the Company
that allegedly aggrieved the applicant.

Counsel

The applicant is entitled to be accompanied, represented and advised by

counsel at all stages of the proceedings.

Conduct of Hearing

The Fee Review Subcommittee shall determine all questions concerning the
admissibility of evidence and shall otherwise regulate the conduct of the hearing.
Each of the parties shall be permitted to make an opening statement, present
witnesses and documentary evidence, cross examine opposing witnesses and
present closing arguments orally or in writing as determined by the Fee Review
Subcommittee. The Fee Review Subcommittee also shall have the right to question
all parties and witnesses to the proceeding. The Fee Review Subcommittee shall
keep a record of the hearing. The formal rules of evidence shall not apply.

Decision

The Fee Review Subcommittee shall set forth its decision in writing and
send the written decision to the parties to the proceeding. Such decisions shall
contain the reasons supporting the conclusions of the Fee Review Subcommittee.

Review

Petition

The decision of the Fee Review Subcommittee shall be subject to review by

the Operating Committee either on its own motion within 20 business days after
issuance of the decision or upon written request submitted by the applicant within
15 business days after issuance of the decision. The applicant’s petition shall be in
writing and specify the findings and conclusions to which the applicant objects,
together with the reasons for such objections. Any objection to a decision not

67
specified in writing shall be considered to have been abandoned and may be
disregarded. Parties may petition to submit a written argument to the Operating
Committee and may request an opportunity to make an oral argument before the
Operating Committee. The Operating Committee shall have sole discretion to grant
or deny either request.

Conduct of Review

The Operating Committee shall conduct the review. The review shall be
made upon the record and shall be made after such further proceedings, if any, as
the Operating Committee may order. Based upon such record, the Operating
Committee may affirm, reverse or modify, in whole or in part, the decision of the
Fee Review Subcommittee. The decision of the Operating Committee shall be in
writing, shall be sent to the parties to the proceeding and shall be final.

Time Limit for Review

A final decision regarding the disputed CAT Fees by the Operating Committee, or
the Fee Review Subcommittee (if there is no review by the Operating Committee), must
be provided within 90 days of the date on which the Industry Member filed a written
application regarding disputed CAT Fees with the Company pursuant to Paragraph (2) of
these Fee Dispute Resolution Procedures. The Operating Committee may extend the 90-
day time limit under this Paragraph (6) at its discretion.

Miscellaneous Provisions

Service of Notice

Any notices or other documents may be served upon the applicant either
personally or by leaving the same at its, his or her place of business or by deposit
in the United States post office, postage prepaid, by registered or certified mail,
addressed to the applicant at its, his or her last known business or residence address.

Extension of Certain Time Limits

Any time limits imposed under these Fee Dispute Resolution Procedures for
the submission of answers, petitions or other materials may be extended by
permission of the Operating Committee. All papers and documents relating to
review by the Fee Review Subcommittee or the Operating Committee must be
submitted to the Fee Review Subcommittee or Operating Committee, as applicable.

Agency Review

Decisions on such CAT Fee disputes made pursuant to these Fee Dispute
Resolution Procedures shall be binding on Industry Members, without prejudice to the
rights of any such Industry Member to seek redress from the SEC or in any other
appropriate forum.

68
Payment of Disputed CAT Fees

Timing of Fee Payment

An Industry Member that files a written application with the Company

regarding disputed CAT Fees in accordance with these Fee Dispute Resolution
Procedures is not required to pay such disputed CAT Fees until the dispute is
resolved in accordance with these Fee Dispute Resolution Procedures, including
any review pursuant to Paragraph (8). For the purposes of this Paragraph (9), the
disputed CAT Fees means the amount of the invoiced CAT Fees that the Industry
Member has asserted pursuant to these Fee Dispute Resolution Procedures that such
Industry Member does not owe to the Company. The Industry Member must pay
any invoiced CAT Fees that are not disputed CAT Fees when due as set forth in the
original invoice.

Interest on Unpaid CAT Fees

Once the dispute regarding CAT Fees is resolved pursuant to these Fee
Dispute Resolution Procedures, if it is determined that the Industry Member owes
any of the disputed CAT Fees, then the Industry Member must pay such disputed
CAT Fees that are owed as well as interest on such disputed CAT Fees from the
original due date (that is, 30 days after receipt of the original invoice of such CAT
Fees) until such disputed CAT Fees are paid at a per annum rate equal to the
lesser of (i) the Prime Rate plus 300 basis points, or (ii) the maximum rate
permitted by applicable law.

[Adopted August 30, 2017 (SR-BatsEDGA-2017-14)]

69
SUPERVISION

Written Procedures

Each Member shall establish, maintain and enforce written procedures which will enable it to
supervise properly the activities of associated persons of the Member and to assure their
compliance with applicable securities laws, rules, regulations and statements of policy
promulgated thereunder, with the rules of the designated self-regulatory organization, where
appropriate, and with Exchange Rules.

Responsibility of Members

Final responsibility for proper supervision shall rest with the Member. The Member shall designate
a partner, officer or manager in each office of supervisory jurisdiction, including the main office,
to carry out the written supervisory procedures. A copy of such procedures shall be kept in each
such office.

Records

Each Member shall be responsible for making and keeping appropriate records for carrying out
the Member’s supervisory procedures.

Review of Activities

Each Member shall review the activities of each office, which shall include the periodic
examination of customer accounts to detect and prevent irregularities or abuses.

Prevention of the Misuse of Material, Nonpublic Information

Each Member must establish, maintain and enforce written policies and procedures
reasonably designed, taking into consideration the nature of such Member’s business, to prevent
the misuse of material, non-public information by the Member or persons associated with the
Member. Members for whom the Exchange is the Designated Examining Authority (“DEA”) that
are required to file SEC Form X-17A-5 with the Exchange on an annual or more frequent basis
must file, contemporaneously with the submission of the calendar year end Insider Trading and
Securities Fraud Enforcement Act certifications, compliance acknowledgements stating that the
procedures mandated by this Rule have been established, enforced and maintained. Any Member,
or associated person who becomes aware of a possible misuse of material, non-public information
must promptly notify the Exchange’s Surveillance Department. For purposes of this Rule,
"associated person" and "person associated with a Member" means anyone who directly is engaged
in the Member's trading-related activities, including general partners, officers, directors, managers
(or any person occupying a similar status or performing similar functions), any person directly or
indirectly controlling, controlled by, or under common control with a Member or any employee of
the Member. For the purposes of this Rule, the term "employee" includes every person who is
compensated directly or indirectly by the Member for the solicitation or handling of business in
securities, including individuals trading securities for the account of the Member, whether such
securities are dealt in on an exchange or are dealt over-the-counter.

70
For purposes of this Rule 5.5, conduct constituting the misuse of material, non-
public information includes, but is not limited to, the following:

Trading in any securities issued by a corporation, or in any related

securities or related options or other derivative securities, while in possession of material,
non-public information concerning that issuer; or

Trading in a security or related options or other derivative securities, while

in possession of material non-public information concerning imminent transactions in the
security or related securities; or

Disclosing to another person or entity any material, non-public information

involving a corporation whose shares are publicly traded or an imminent transaction in an
underlying security or related securities for the purpose of facilitating the possible misuse
of such material, non-public information.

This Rule 5.5 requires that, at a minimum, each Member establish, maintain, and
enforce the following policies and procedures:

All associated persons must be advised in writing of the prohibition against

the misuse of material, non-public information;

All associated persons must sign attestations affirming their awareness of,
and agreement to abide by the aforementioned prohibitions. These signed attestations must
be maintained for at least three years, the first two years in an easily accessible place;

Each Member must receive and retain copies of trade confirmations and
monthly account statements for each brokerage account in which an associated person has
a direct or indirect financial interest or makes investment decisions. The activity in such
accounts should be reviewed at least quarterly by the Member for the purpose of detecting
the possible misuse of material, non-public information; and

All associated persons must disclose to the Member whether they, or any
person in whose account they have a direct or indirect financial interest, or make
investment decisions, are an officer, director or 10% shareholder in a company whose
shares are publicly traded. Any transaction in the stock (or option thereon) of such company
shall be reviewed to determine whether the transaction may have involved a misuse of
material non-public information.

Maintenance of the foregoing policies and procedures will not, in all cases, satisfy the
requirements and intent of this Rule 5.5; the adequacy of each Member’s policies and procedures
will depend upon the nature of such Member’s business.

Anti-Money Laundering Compliance Program

Each Member shall develop and implement an anti-money laundering program

reasonably designed to achieve and monitor compliance with the requirements of the Bank Secrecy
Act (31 U.S.C. 5311, et seq.), and the implementing regulations promulgated thereunder by the

71
Department of the Treasury. Each Member’s anti-money laundering program must be approved,
in writing, by a member of its senior management.

The anti-money laundering programs required by the Rule shall, at a minimum:

establish and implement policies and procedures that can be reasonably

expected to detect and cause the reporting of transactions required under 31 U.S.C. 5318(g)
and the implementing regulations thereunder;

establish and implement policies and internal controls reasonably designed

to achieve compliance with the Bank Secrecy Act and the implementing regulations
thereunder;

provide for independent testing for compliance to be conducted by the

Member’s personnel or by a qualified outside party;

designate, and identify to the Exchange (by name, title, mailing address, e-
mail address, telephone number, and facsimile number), a person or persons responsible
for implementing and monitoring the day-to-day operations and internal controls of the
program and provide prompt notification to the Exchange regarding any change in such
designation(s); and

provide ongoing training for appropriate persons; and

include appropriate risk-based procedures for conducting ongoing

customer due diligence, to include, but not be limited to:

understanding the nature and purpose of customer relationships for

the purpose of developing a customer risk profile; and

conducting ongoing monitoring to identify and report suspicious

transactions and, on a risk basis, to maintain and update customer information. For
purposes of this subparagraph (6)(B), customer information shall include
information regarding the beneficial owners of legal entity customers (as defined
in 31 CFR 1010.230(e)).

In the event that any of the provisions of this Rule 5.6 conflict with any of the provisions
of another applicable self-regulatory organization’s rule requiring the development and
implementation of an anti-money laundering compliance program, the provisions of the rule of the
Member’s Designated Examining Authority shall apply.

[Amended January 4, 2020 (SR-CboeEDGA-2019-022)]

72
EXTENSIONS OF CREDIT

Prohibitions and Exemptions

A Member shall not effect a securities transaction through Exchange facilities in a

manner contrary to the regulations of the Board of Governors of the Federal Reserve System.

The margin which must be maintained in margin accounts of customers shall be as

follows:

25% of the current market value of all securities “long” in the account; plus

$2.50 per share or 100% of the current market value, whichever amount is
greater, of each stock “short” in the account selling at less than $5.00 per share; plus

$5.00 per share or 30% of the current market value, whichever amount is
greater, of each stock “short” in the account selling at $5.00 per share or above; plus

5% of the principal amount or 30% of the current market value, whichever

amount is greater, of each bond “short in the account.

Day Trading Margin

The term “day trading” means the purchasing and selling of the same security on
the same day. A “day trader” is any customer whose trading shows a pattern of day trading.

Whenever day trading occurs in a customer’s margin account the margin to be

maintained shall be the margin on the “long” or “short” transaction, whichever occurred first, as
required pursuant to Exchange Rule 6.1(b). When day trading occurs in the account of a day trader,
the margin to be maintained shall be the margin on the “long” or “short” transaction, whichever
occurred first, as required for initial margin by Regulation T of the Board of Governors of the
Federal Reserve System, or as required pursuant to Exchange Rule 6.1(b), whichever amount is
greater.

No Member shall permit a public customer to make a practice, directly or indirectly,

of effecting transactions in a cash account where the cost of securities purchased is met by the sale
of the same securities. No Member shall permit a public customer to make a practice of selling
securities with them in a cash account which are to be received against payment from another
registered broker or dealer where such securities were purchased and are not yet paid for.

73
SUSPENSION BY CHIEF REGULATORY OFFICER

Imposition of Suspension

A Member which fails or is unable to perform any of its contracts, or is insolvent

or is unable to meet the financial responsibility requirements of the Exchange, shall immediately
inform the Secretary in writing of such fact. Upon receipt of said notice, or whenever it shall appear
to the Chief Regulatory Officer (“CRO”) (after such verification and with such opportunity for
comment by the Member as the circumstances reasonably permit) that a Member has failed to
perform its contracts or is insolvent or is in such financial or operational condition or is otherwise
conducting its business in such financial or operational condition or is otherwise conducting its
business in such a manner that it cannot be permitted to continue in business with safety to its
customers, creditors and other Members of the Exchange, the CRO may summarily suspend the
Member or may impose such conditions and restrictions upon the Member as are reasonably
necessary for the protection of investors, the Exchange, the creditors and the customers of such
Member.

A Member that does not pay any dues, fees, assessments, charges or other amounts
due to the Exchange within 90 days after the same has become payable shall be reported to the
CRO, who may, after giving reasonable notice to the Member of such arrearages, suspend the
Member until payment is made. Should payment not be made within six months after payment is
due, the Member’s membership may be cancelled by the Exchange.

In the event of suspension of a Member, the Exchange shall give prompt notice of
such suspension to the Members of the Exchange. Unless the CRO shall determine that lifting the
suspension without further proceedings is appropriate, such suspension shall continue until the
Member is reinstated as provided in Rule 7.3. of this Chapter.

Investigation Following Suspension

Every Member suspended under the provisions of this Chapter shall immediately make available
every facility requested by the Exchange for the investigation of its affairs and shall forthwith file
with the Secretary a written statement covering all information requested, including a complete
list of creditors and the amount owing to each and a complete list of each open long and short
security position maintained by the Member and each of its customers. The foregoing includes,
without limitation, the furnishing of such of the Member’s books and records and the giving of
such sworn testimony as may be requested by the Exchange.

Reinstatement

A Member suspended under the provisions of this Chapter may apply for reinstatement by a
petition in accordance with and in the time provided for by the provisions of the Exchange Rules
relating to adverse action.

74
Failure to be Reinstated

A Member suspended under the provisions of this Chapter who fails to seek or obtain reinstatement
in accordance with Rule 7.3 shall have its membership cancelled by the Exchange in accordance
with the Exchange’s By-Laws.

Termination of Rights by Suspension

A Member suspended under the provisions of this Chapter shall be deprived during the term of its
suspension of all rights and privileges conferred to it by virtue of its membership in the Exchange.

Summary Suspension of Exchange Services

The CRO (after such verification with such opportunity for comment as the circumstances
reasonably permit) may summarily limit or prohibit (i) any person from access to services offered
by the Exchange, if such person has been and is expelled or suspended from any self-regulatory
organization or barred or suspended from being associated with a Member of any self-regulatory
organization or is in such financial or operating difficulty that the Exchange determines that such
person cannot be permitted to do business with safety to investors, creditors, Exchange Members
or the Exchange; or (ii) a person who is not a Member from access to services offered by the
Exchange, if such person does not meet the qualification requirements or other pre-requisites for
such access and if such person cannot be permitted to continue to have access with safety to
investors, creditors, Members and the Exchange. Any person aggrieved by any such summary
action may seek review under the provisions of the Exchange Rules relating to adverse action.

Commission Action

The Commission may stay any summary action taken pursuant to this Chapter on its own motion
or upon application by any person aggrieved thereby made pursuant to Section 19(d) of the Act
and the rules thereunder.

75
DISCIPLINE

Disciplinary Jurisdiction

A Member or a person associated with a Member (the “Respondent”) who is alleged

to have violated or aided and abetted a violation of any provision of the Act or the rules and
regulations promulgated thereunder, or any provision of the Certificate of Incorporation, By-Laws
or Rules of the Exchange or any interpretation thereof or any resolution or order of the Board or
appropriate Exchange committee shall be subject to the disciplinary jurisdiction of the Exchange
under this Chapter, and after notice and opportunity for a hearing may be appropriately disciplined
by: expulsion; suspension; limitation of activities, functions and operation; fine; censure;
suspension or bar from association with a Member or any other fitting sanction, in accordance with
the provisions of this Chapter.

An individual Member, responsible party, or other person associated with a Member may
be charged with any violation committed by employees under his/her/its supervision or by the
Member with which he/she/it is associated, as though such violation were his/her/its own. A
Member organization may be charged with any violation committed by its employees or by any
other person who is associated with such Member organization, as though such violation were its
own.

Any Member or person associated with a Member shall continue to be subject to

the disciplinary jurisdiction of the Exchange following the termination of such person’s
membership or association with a Member with respect to matters that occurred prior to such
termination; provided that written notice of the commencement of an inquiry into such matters is
given by the Exchange to such former Member or former associated person within one year of
receipt by the Exchange of the latest written notice of the termination of such person’s status as a
Member or person associated with a Member. The foregoing notice requirement does not apply to
a person who at any time after a termination again subjects himself or herself to the disciplinary
jurisdiction of the Exchange by becoming a Member or a person associated with a Member.

A summary suspension or other action taken pursuant to Chapter VII of the Rules
of the Exchange shall not be deemed to be disciplinary action under this Chapter, and the
provisions of this chapter shall not be applicable to such action.

The Exchange may contract with another self-regulatory organization to perform

some or all of the Exchange’s disciplinary functions. In that event, the Exchange shall specify to
what extent the Rules in this Chapter VIII shall govern Exchange disciplinary actions and to what
extent the rules of the other self-regulatory organization shall govern such actions.
Notwithstanding the fact that the Exchange may contract with another self-regulatory organization
to perform some or all of the Exchange’s disciplinary functions, the Exchange shall retain ultimate
legal responsibility for and control of such functions.

Complaint and Investigation

Initiation of Investigation

76
The Exchange, or the designated self-regulatory organization, when appropriate, shall
investigate possible violations within the disciplinary jurisdiction of the Exchange which are
brought to its attention in any manner, or upon order of the Board, the CRO or other Exchange
officials designated by the CRO, or upon receipt of a complaint alleging such violation.

Report

In every instance where an investigation has been instituted as a result of a complaint, and
in every other instance in which an investigation results in a finding that there are reasonable
grounds to believe that a violation has been committed, a written report of the investigation shall
be submitted to the CRO by the Exchange’s staff or, when appropriate, by the designated self-
regulatory organization.

Requirement to Furnish Information and Right to Counsel

Each Member and person associated with a Member shall be obligated upon request by the
Exchange to appear and testify, and to respond in writing to interrogatories and furnish
documentary materials and other information requested by the Exchange in connection with (i) an
investigation initiated pursuant to paragraph (a) of this Rule or (ii) a hearing or appeal conducted
pursuant to this Chapter or preparation by the Exchange in anticipation of such a hearing or appeal.
No Member or person associated with a Member shall impede or delay an Exchange investigation
or proceeding conducted pursuant to this Chapter nor refuse to comply with a request made by the
Exchange pursuant to this paragraph. A Member or person associated with a Member is entitled
to be represented by counsel during any such Exchange investigation, proceeding or inquiry.

Notice, Statement and Access

Prior to submitting its report, the staff shall notify the person(s) who is the subject of the
report (hereinafter “Subject”) of the general nature of the allegations and of the specific provisions
of the Act, rules and regulations promulgated thereunder, or provisions of the Certificate of
Incorporation, By-Laws or Rules of the Exchange or any interpretation thereof or any resolution
of the Board, that appear to have been violated. Except when the CRO determines that expeditious
action is required, a Subject shall have 15 days from the date of the notification described above
to submit a written statement to the CRO concerning why no disciplinary action should be taken.
To assist a Subject in preparing such a written statement, he or she shall have access to any
documents and other materials in the investigative file of the Exchange that were furnished by him
or her or his or her agents.

Failure to Furnish Information

Failure to furnish testimony, documentary evidence or other information requested by the

Exchange in the course of an Exchange inquiry, investigation, hearing or appeal conducted
pursuant to this Chapter or in the course of preparation by the Exchange in anticipation of such a
hearing or appeal on the date or within the time period the Exchange specifies shall be deemed to
be a violation of this Rule 8.2.

Regulatory Cooperation

77
No Member or person associated with a Member or other person or entity subject to the
jurisdiction of the Exchange shall refuse to appear and testify before another exchange or other
self-regulatory organization in connection with a regulatory investigation, examination or
disciplinary proceeding or refuse to furnish testimony, documentary materials or other information
or otherwise impede or delay such investigation, examination or disciplinary proceeding if the
Exchange requests such testimony, documentary materials or other information in connection with
an inquiry resulting from an agreement entered into by the Exchange pursuant to subsection (g) of
this Rule. The requirements of this Rule 8.2(f) shall apply when the Exchange has been notified
by another self-regulatory organization of the request for testimony, documentary materials or
other information and the Exchange then requests in writing that a Member, person associated with
a Member or other person or entity provide such testimony, documentary materials or other
information. Any person or entity required to furnish testimony, documentary materials or other
information pursuant to this Rule 8.2(f) shall be afforded the same rights and procedural
protections as that person or entity would have if the Exchange had initiated the request.

Cooperative Agreements

The Exchange may enter into agreements with domestic and foreign self-regulatory
organizations providing for the exchange of information and other forms of mutual assistance or
for market surveillance, investigative, enforcement or other regulatory purposes.

Videotaped Responses

In lieu of, or in addition to, submitting a written statement concerning why no disciplinary
action should be taken as permitted by paragraph (d) of this Rule, the Subject may submit a
statement in the form of a videotaped response. Except when the CRO determines that expeditious
action is required, the Subject shall have 15 days from the date of the notification described in
paragraph (d) to submit the videotaped response. The Exchange will establish standards
concerning the length and format of such videotaped responses.

Expedited Proceeding

Upon receipt of the notification required by Rule 8.2(d), a Subject may seek to dispose of the
matter through a letter of consent signed by the Subject. If a Subject desires to attempt to dispose
of the matter through a letter of consent, the Subject must submit to the staff within 15 days from
the date of the notification required by Rule 8.2(d) a written notice electing to proceed in an
expedited manner pursuant to this Rule 8.3. The Subject must then endeavor to reach agreement
with the Exchange’s staff upon a letter of consent which is acceptable to the staff and which sets
forth a stipulation of facts and findings concerning the Subject’s conduct, the violation(s)
committed by the Subject and the sanction(s) therefor. The matter can only be disposed of through
a letter of consent if the staff and the Subject are able to agree upon terms of a letter of consent
which are acceptable to the staff and the letter is signed by the Subject. At any point in the
negotiations regarding a letter of consent, either the staff may deliver to the Subject or the Subject
may deliver to the staff a written declaration of an end to the negotiations. On delivery of such a
declaration the subject will then have 15 days to submit a written statement pursuant to Rule 8.2(d)
and thereafter the staff may bring the matter to the CRO. If the letter of consent is accepted by the
CRO, the Exchange may adopt the letter as its decision and shall take no further action against the

78
Subject respecting the matters that are the subject of the letter. If the letter of consent is rejected
by the CRO, the matter shall proceed as though the letter had not been submitted. Upon rejection,
the Subject will then have 15 days to submit a written statement pursuant to Rule 8.2(d). The
CRO’s decision to accept or reject a letter of consent shall be final, and a Subject may not seek
review thereof.

Charges

Determination Not to Initiate Charges

Whenever it shall appear to the CRO from the investigation report that no probable cause
exists for finding a violation within the disciplinary jurisdiction of the Exchange, or whenever the
CRO otherwise determines that no further proceedings are warranted, he or she shall issue a written
statement to that effect setting forth the reasons for such finding.

Initiation of Charges

Whenever it shall appear to the CRO that there is probable cause for finding a violation
within the disciplinary jurisdiction of the Exchange and that further proceedings are warranted, the
CRO shall direct the issuance of a statement of charges against the Respondent specifying the acts
in which the Respondent is charged to have engaged and setting forth the specific provisions of
the Act, rules and regulations promulgated thereunder, By-Laws, Exchange Rules, interpretations
or resolutions of which such acts are in violation. A copy of the charges shall be served upon the
Respondent in accordance with Rule 8.12.

Answer

The Respondent shall have 15 business days after service of the charges to file a written answer
thereto. The answer shall specifically admit or deny each allegation contained in the charges, and
the Respondent shall be deemed to have admitted any allegation not specifically denied. The
answer may also contain any defense which the Respondent wishes to submit and may be
accompanied by documents in support of his answer or defense. In the event the Respondent fails
to file an answer within the time provided, the charges shall be considered to be admitted.

Hearings

Selection of Hearing Panel

Definitions. For purposes of this paragraph (a), the terms set forth below
shall have the following meanings:

The term “Industry Member” means a member of any hearing panel

who (i) is or has served in the prior three years as an officer, director, or employee
of a broker or dealer, excluding an outside director or a director not engaged in the
day-to-day management of a broker or dealer; (ii) is an officer, director (excluding
an outside director), or employee of an entity that owns more than ten percent of
the equity of a broker or dealer, and the broker or dealer accounts for more than
five percent of the gross revenues received by the consolidated entity; (iii) owns

79
more than five percent of the equity securities of any broker or dealer, whose
investments in brokers or dealers exceed ten percent of his or her net worth, or
whose ownership interest otherwise permits him or her to be engaged in the day-
to-day management of a broker or dealer; (iv) provides professional services to
brokers or dealers, and such services constitute 20 percent or more of the
professional revenues received by the member or 20 percent or more of the gross
revenues received by the member’s firm or partnership; (v) provides professional
services to a director, officer, or employee of a broker, dealer, or corporation that
owns 50 percent or more of the voting stock of a broker or dealer, and such services
relate to the director’s, officer’s, or employee’s professional capacity and constitute
20 percent or more of the professional revenues received by the member or 20
percent or more of the gross revenues received by the member’s firm or partnership;
or (vi) has a consulting or employment relationship with or provides professional
services to the Exchange or any affiliate thereof or has had any such relationship or
provided any such services at any time within the prior three years.

The term “Member Representative member” means a member of

any hearing panel who is an officer, director, employee or agent of an Exchange
Member.

Subject to Rule 8.7. concerning summary proceedings, a hearing on the

charges shall be held before a panel of three (3) hearing officers (the Hearing Panel”)
appointed by the Chief Executive Officer. Each Hearing Panel shall be comprised as
follows: (i) a professional hearing officer, who shall serve as Chairman of the Hearing
Panel, (ii) a hearing officer who is an Industry Member, as such term is defined in Rule
8.6, and (iii) a hearing officer who is a Member Representative member, as such term is
defined in Rule 8.6 (each a “Hearing Officer”). Prospective Hearing Officers shall be
required to disclose to the Exchange their employment history for the past 10 years, any
past or current material business or other financial relationships with the Exchange or any
members of the Exchange, and any other information deemed relevant by the Exchange.
Such disclosures relating to the particular Hearing Officers selected by the Chief Executive
Officer shall be provided to the Respondent upon request after the selection of the Hearing
Panel. In selecting Hearing Officers for a particular matter, the Chief Executive Officer
should give reasonable consideration to the prospective Hearing Officers’ professional
competence and reputation, experience in the securities industry, familiarity with the
subject matter involved, the absence of bias and any actual or perceived conflict of interest,
and any other relevant factors.

Impartiality of Hearing Officers

When any Hearing Officer considers a disciplinary matter he or she is expected to function
impartially and independently of the staff members who prepared and prosecuted the charges.
Exchange counsel may assist the Hearing Panel in preparing its written recommendations or
judgments. Within 15 days of the appointment of the Hearing Panel, the Respondent may move
for disqualification of any Hearing Officer sitting on such Panel based upon bias or conflict of
interest. Such motions shall be made in writing and state with specificity the facts and
circumstances giving rise to the alleged bias or conflict of interest. The motion papers shall be

80
filed with the Hearing Panel and the Secretary of the Exchange. The Exchange may file a brief in
opposition to the Respondent’s motion within 15 days of service thereof. The Hearing Panel shall
rule upon such motion no later than 30 days from filing by the Respondent. Prior adverse rulings
against the Respondent or Respondent’s attorney in other matters shall not, in and of themselves,
constitute grounds for disqualification. If the Hearing Panel believes the Respondent has provided
satisfactory evidence in support of the motion to disqualify, the applicable Hearing Officer shall
remove himself or herself and request the Chief Executive Officer to reassign the hearing to
another Hearing Officer such that the Hearing Panel still meets the compositional requirements
described in Rule 8.6(a). If the Hearing Panel determines that the Respondent’s grounds for
disqualification are insufficient, it shall deny the Respondent’s motion for disqualification by
setting forth the reasons for the denial in writing and the Hearing Panel will precede with the
hearing. The ruling by the Hearing Panel on such motions shall not be subject to interlocutory
review.

Notice and List of Documents

Participants shall be given at least 15 business days’ notice of the time and place of the
hearing and a statement of the matters to be considered therein. All documentary evidence intended
to be presented in the hearing by the Respondent, the Exchange, or the designated self-regulatory
authority must be received by the Hearing Panel at least eight (8) days in advance of the hearing
or it may not be presented in the hearing. The parties shall furnish each other with a list of all
documents submitted for the record not less than four (4) business days in advance of the hearing,
and the documents themselves shall be made available to the parties for inspection and copying.

Conduct of Hearing

The Hearing Panel shall determine all questions concerning the admissibility of evidence
and shall otherwise regulate the conduct of the hearing. Formal rules of evidence shall not apply.
The charges shall be presented by a representative of the Exchange or the designated self-
regulatory authority who, along with the Respondent, may present evidence and produce witnesses
who shall testify under oath and are subject to being questioned by the Hearing Panel and opposing
parties. The Respondent is entitled to be represented by counsel who may participate fully in the
hearing. A transcript of the hearing shall be made and shall become part of the record.

[Amended October 11, 2017 9SR-BatsEDGA-2017-22)]

Summary Proceedings

Notwithstanding the provisions of Rule 8.6 of this Chapter, the CRO may make a determination
without a hearing and may impose a penalty as to violations which the Respondent has admitted
or charges which the Respondent has failed to answer or which otherwise are not in dispute. Notice
of such summary determination, specifying the violations and penalty, shall be served upon the
Respondent, who shall have ten (10) business days from the date of service to notify the CRO that
he desires a hearing upon all or a portion of any charges not previously admitted or upon the
penalty. Failure to so notify the CRO shall constitute an admission of the violations and acceptance
of the penalty as determined by the CRO and a waiver of all rights of review. If the Respondent

81
requests a hearing, the matters which are the subject of the hearing shall be handled in accordance
with the hearing and review procedures of this Chapter.

Offers of Settlement

Submission of Offer

At any time during the course of any proceeding under this Chapter, the Respondent may
submit to the CRO a written offer of settlement which shall contain a proposed stipulation of facts
and shall consent to a specified penalty. Where the CRO accepts an offer of settlement, he or she
shall issue a decision, including findings and conclusions and imposing a penalty, consistent with
the terms of such offer. Where the CRO rejects an offer of settlement, he or she shall notify the
Respondent and the matter shall proceed as if such offer had not been made, and the offer and all
documents relating thereto shall not become part of the record. A decision of the CRO issued upon
acceptance of an offer of settlement as well as the determination of the CRO whether to accept or
reject such an offer shall be final, and the Respondent may not seek review thereof.

Submission of Statement

A Respondent may submit with an offer of settlement a written statement in support of the
offer. In addition, if the staff will not recommend acceptance of an offer of settlement before the
CRO, a Respondent shall be notified and may appear before the CRO to make an oral statement
in support of his/her offer. Finally, if the CRO rejects an offer that the staff supports, a Respondent
may appear before the CRO to make an oral statement concerning why he/she believes the CRO
should change his or her decision and accept Respondent’s offer, and if Respondent makes such
appearance, the staff may also appear before the CRO to make an oral statement in support of its
position. A Respondent must make a request for such an appearance within 5 days of being
notified that the offer was rejected or that the staff will not recommend acceptance.

Repeated Offers

Unless the CRO shall otherwise order, a Respondent shall be entitled to submit to the CRO
a maximum of two written offers of settlement in connection with the statement of charges issued
to that Respondent pursuant to Rule 8.4(b).

[Amended June 7, 2020 (SR-CboeEDGA-2020-014)]

Decision

Following a hearing conducted pursuant to Rule 8.6 of this Chapter, the Hearing Panel shall
prepare a decision in writing, based solely on the record, determining whether the Respondent has
committed a violation and imposing the penalty, if any, therefor. The decision shall include a
statement of findings and conclusions, with the reasons therefor, upon all material issues presented
on the record. Where a penalty is imposed, the decision shall include a statement specifying the
acts or practices in which the Respondent has been found to have engaged and setting forth the
specific provisions of the Act, rules and regulations promulgated thereunder, By-Laws, Exchange
Rules, interpretations or resolutions of which the acts are deemed to be in violation. The
Respondent shall promptly be sent a copy of the decision.

82
Review

Petition

The Respondent shall have ten (10) days after service of notice of a decision made pursuant
to Rule 8.9 of this Chapter to petition for review thereof. Such petition shall be in writing and shall
specify the findings and conclusions to which exceptions are taken together with reasons for such
exceptions. Any objections to a decision not specified by written exception shall be considered to
have been abandoned.

Conduct of Review

The review shall be conducted by the Appeals Committee of the Board. Unless the Appeals
Committee shall decide to open the record for introduction of evidence or to hear argument, such
review shall be based solely upon the record and the written exceptions filed by the parties. The
Appeals Committee’s decision shall be in writing and shall be final.

Review on Motion of Board

The Board may on its own initiative order review of a decision made pursuant to Rule 8.7
or 8.9 of this Chapter within 20 business days after issuance of the decision. Such review shall be
conducted in accordance with the procedure set forth in paragraph (b) of this Rule.

Review of Decision Not to Initiate Charges

Upon application made by the Chief Executive Officer within 30 days of a decision made
pursuant to Rule 8.4(a) of this Chapter, the Board may order review of such decision. Such review
shall be conducted in accordance with the procedures set forth in paragraph (b), as applicable.

[Amended June 7, 2020 (SR-CboeEDGA-2020-014)]

Judgment and Sanction

Sanctions. Members and persons associated with Members shall (subject to any
rule or order of the Securities and Exchange Commission) be appropriately disciplined by the
CRO, Hearing Panel or committee of the Board, as applicable, for violations under these Rules by
expulsion, suspension, limitation of activities, functions and operations, fine, censure, being
suspended or barred from being associated with a Member, suspension or revocation of
membership, or any other fitting sanction.

Effective Date of Judgment. Penalties imposed under this Chapter shall not become
effective until the review process is completed or the decision otherwise becomes final. Pending
effectiveness of a decision imposing a penalty on the Respondent, the CRO, Hearing Panel or
committee of the Board, as applicable, may impose such conditions and restrictions on the
activities of the Respondent as he, she or it considers reasonably necessary for the protection of
investors, creditors and the Exchange.

83
Principal Considerations In Determining Sanctions. To promote consistency and
uniformity in the imposition of penalties, the following Principal Considerations in Determining
Sanctions should be considered in connection with the imposition of sanctions in all cases in
determining appropriate remedial sanctions through the resolution of disciplinary matters through
offers of settlement or after formal disciplinary hearings.

Disciplinary sanctions are remedial in nature. The CRO, Hearing Panel or

committee of the Board, as applicable, should design sanctions to prevent and deter future
misconduct by wrongdoers, to discourage others from engaging in similar misconduct,
and to improve overall business standards of Exchange Members. Pursuant to Rule 8.11,
the CRO, Hearing Panel or committee of the Board, as applicable, may impose sanctions
including expulsion, suspension, limitation of activities, fine, censure, suspension or
revocation of one or more Members, or any other fitting sanction.

An important objective of the disciplinary process is to deter future

misconduct by imposing progressively escalating sanctions on recidivists. The CRO,
Hearing Panel or committee of the Board, as applicable, should consider a party’s relevant
disciplinary history in determining sanctions.

The CRO, Hearing Panel or committee of the Board, as applicable, should

consider prior similar disciplinary decisions (relevant precedent) in determining an
appropriate sanction and may consider relevant precedent from other self-regulatory
organizations.

The CRO, Hearing Panel or committee of the Board, as applicable, should

tailor sanctions to address the misconduct at issue. The CRO, Hearing Panel or committee
of the Board, as applicable, should impose sanctions tailored to the misconduct at issue.
For example, the CRO, Hearing Panel or committee of the Board, as applicable, may
require a Member to, among other things: retain a qualified independent consultant to
improve future compliance with regulatory requirements; disclose disciplinary history to
new and/or existing clients; implement heightened supervision of certain employees; or
requalify by examination in any or all registered capacities.

Aggregation of violations may be appropriate in certain instances for

purposes of determining sanctions. The CRO, Hearing Panel or committee of the Board,
as applicable, may aggregate individual violations of particular rules and treat such
violations as a single offense for purposes of determining sanctions. Aggregation may be
appropriate when the Exchange utilizes a comprehensive surveillance program in the
detection of potential rules violations. Aggregation may also be appropriate where the
Exchange has reviewed activity over an extensive time period during the course of an
investigation of matters disclosed either through a routine examination of the Member or
as the result of a complaint. Similarly, where no exceptional circumstances are present,
the Exchange may impose a fine based upon a determination that there exists a pattern or
practice of violative conduct. The Exchange also may aggregate similar violations
generally if the conduct was unintentional, there was no injury to public investors, or the
violations resulted from a single systemic problem or cause that has been corrected.

84
The CRO, Hearing Panel or committee of the Board, as applicable, should
evaluate appropriateness of disgorgement and/or restitution. The CRO, Hearing Panel or
committee of the Board, as applicable, should evaluate the appropriateness of
disgorgement and/or restitution in those cases where the amount of harm is quantifiable
and the harmed party is identifiable.

The CRO, Hearing Panel or committee of the Board, as applicable, should

consider contributions or settlements by a respondent or any related Member to the
harmed party as it relates to the conduct that is the subject of the disciplinary matter.

The CRO, Hearing Panel or committee of the Board, as applicable, may

consider a party’s inability to pay in connection with the imposition of monetary sanctions.

Interpretations and Policies

.01 Exchange staff shall make all necessary filings concerning formal and informal disciplinary
actions required under the Act and the rules and regulations promulgated thereunder, and shall
take all other actions necessary to comply with any other applicable law or regulation.

[Amended November 3, 2016 (SR-BatsEDGA-2016-27); amended June 7, 2020 (SR-CboeEDGA-

2020-014)]

Miscellaneous Provisions

Service of Notice

Any charges, notices or other documents may be served upon the Respondent either
personally or by leaving the same at his place of business or by deposit in the United States post
office, postage prepaid, by registered or certified mail addressed to the Respondent at his last
known place of business.

Extension of Time Limits

Any time limits imposed under this Chapter for the submission of answers, petitions or
other materials may be extended by permission of the authority at the Exchange to whom such
materials are to be submitted.

Reports and Inspection of Books for Purpose of Investigating Complaints

For the purpose of any investigation or determination as to the filing of a complaint, or any
hearing of any complaint against any Member of the Exchange or any person associated with a
Member, the Exchange’s staff, CRO, Board or designated self-regulatory organization shall have
the right (1) to require any Member of the Exchange to report orally or in writing with regard to
any matter involved in any such investigation or hearing, and (2) to investigate the books, records
and accounts of any such Member with relation to any matter involved in any such investigation
or hearing. No Member shall refuse to make any report as required in this Rule, or refuse to permit
any inspection of books, records and accounts as may be validly called for under this Rule.

85
Costs of Proceedings

Any Member disciplined pursuant to this Chapter shall bear such part of the costs of the
proceedings as the CRO or the Board deems fair and appropriate in the circumstances.

Agency Review

Actions taken by the Exchange under this Chapter shall be subject to the review and action of any
appropriate regulatory agency under the Act.

Imposition of Fines for Minor Violation(s) of Rules

In lieu of commencing a disciplinary proceeding as described in Rules 8.1 through

8.13, the Exchange may, subject to the requirements set forth in this Rule, impose a fine, not to
exceed $2,500, on any Member, associated person of a Member, or registered or non-registered
employee of a Member, for any violation of a Rule of the Exchange, which violation the Exchange
shall have determined is minor in nature. The Exchange may, if no exceptional circumstances are
present, impose a fine based upon a determination that there exists a pattern or practice of violative
conduct. The Exchange also may aggregate similar violations generally if the conduct was
unintentional, there was no injury to public investors, or the violations resulted from a single
systemic problem or cause that has been corrected. Any fine imposed pursuant to this Rule and
not contested shall not be publicly reported, except as may be required by Rule 19d-1 under the
Act or as may be required by any other regulatory authority.

In any action taken by the Exchange pursuant to this Rule, the person against whom
a fine is imposed shall be served (as provided in Rule 8.12) with a written statement, signed by an
authorized officer of the Exchange, setting forth (i) the Rule or Rules alleged to have been violated;
(ii) the act or omission constituting each such violation; (iii) the fine imposed for each such
violation; and (iv) the date by which such determination becomes final and such fine becomes due
and payable to the Exchange, or such determination must be contested as provided in paragraph
(d) below, such date to be not less than 15 business days after the date of service of the written
statement.

If the person against whom a fine is imposed pursuant to this Rule pays the fine,
such payment shall be deemed to be a waiver by such person of such person’s right to a disciplinary
proceeding under Rules 8.1 through 8.13 and any review of the matter by the Appeals Committee
or by the Board.

Any person against whom a fine is imposed pursuant to this Rule may contest the
Exchange’s determination by filing with the Exchange not later than the date by which such
determination must be contested, a written response meeting the requirements of an Answer as
provided in Rule 8.5 at which point the matter shall become a disciplinary proceeding subject to
the provisions of Rules 8.1 through 8.13. In any such disciplinary proceeding, if the Hearing Panel
determines that the person charged is guilty of the rule violation(s) charged, the Hearing Panel
shall (i) be free to impose any one or more disciplinary sanctions and (ii) determine whether the
rule violation(s) is minor in nature. The person charged and the Board of the Exchange may require
a review by the Board of any determination by the Hearing Panel by proceeding in the manner
described in Rule 8.10.

86
The Exchange shall prepare and announce to its Members and Member
organizations from time to time a listing of the Exchange Rules as to which the Exchange may
impose fines as provided in this Rule. Such listing shall also indicate the specific dollar amount
that may be imposed as a fine hereunder with respect to any violation of any such Rule or may
indicate the minimum and maximum dollar amounts that may be imposed by the Exchange with
respect to any such violation. Nothing in this rule shall require the Exchange to impose a fine
pursuant to this rule with respect to the violation of any Rule included in any such listing.

Interpretations and Policies

.01 List of Exchange Rule Violations and Recommended Fine Schedule Pursuant to Rule
8.15:
Recommended Fine Schedule – 8.15.01(a)-(e)

Occurrence* Individual Member firm

First time fined $100 $500

Second time fined $300 $1,000

Third time fined $500 $2,500

*Within a “rolling” 12-month period.

(Rule 4.2 and Interpretations, thereunder, requiring the submission of responses to

Exchange requests for trading data within specified time period.

Rule 11.10(a)(5) requirement to identify short sale orders as such.

Rule 11.10(f) requirement to comply with locked and crossed market rules.

Rule 3.5 Advertising Practices

Rule 12.11 Interpretation .01 and Exchange Act Rule 604 – Failure to properly
display limit orders

Recommended Fine Amount for 8.15.01(f)-(g): $100 per violation

Rule 4.2 and Interpretations thereunder related to the requirement to furnish

Exchange-related order, market and transaction data, as well as financial or regulatory records and
information.

Rule 11.20(a)(1) requirement for Market Makers to maintain continuous, two-sided

quotations.

Recommended Fine Amount for 8.15.01(h): see paragraph (h) below.

87
For failures to comply with the Consolidated Audit Trail Compliance Rule
requirements of Rules 4.5 through 4.16, the Exchange may impose a minor rule violation fine of
up to $2,500.

[Adopted March 12, 2010; amended December 15, 2011 (SR-EDGA-2011-29); amended
November 13, 2014 (SR-EDGA-2014-20); amended February 19, 2015 (SR-EDGA-2015-11);
amended July 7, 2020 (SR-CboeEDGA-2020-020)]

Ex Parte Communications

Unless on notice and opportunity for all parties to participate:

No Respondent or Exchange staff member shall make or knowingly cause

to be made an ex parte communication relevant to the merits of a proceeding to any Hearing
Officer, any member of the Board of Directors or a member of a committee of the Board
who is participating in a decision with respect to that proceeding (an “Adjudicator”); and

No Adjudicator shall make or knowingly cause to be made to a Respondent

or Exchange staff member an ex parte communication relevant to the merits of that
proceeding.

An Adjudicator who receives, makes, or knowingly causes to be made a

communication prohibited by this Rule shall place in the record of the proceeding:

all such written communications;

memoranda stating the substance of all such oral communications; and

all written responses and memoranda stating the substance of all oral
responses to all such communications.

If a prohibited ex parte communication has occurred, the Board of Directors or a

committee thereof may take whatever action it deems appropriate in the interests of justice, the
policies underlying the Act, and the Exchange By-Laws and Rules, including dismissal or denial
of the offending party’s interest or claim. All participants to a proceeding may respond to any
allegations or contentions contained in a prohibited ex parte communication placed in the record.
Such responses shall be placed in the record.

The prohibitions of this Rule shall apply beginning with the initiation of an
investigation as provided in Rule 8.2(a), unless the person responsible for the communication has
knowledge that the investigation shall be initiated, in which case the prohibitions shall apply
beginning at the time of his or her acquisition of such knowledge.

Expedited Client Suspension Proceeding

Initiation of Proceeding

88
Scope of Authority. With the prior written authorization of the CRO or
such other senior officers as the CRO may designate, the Office of General Counsel or
Regulatory Department of the Exchange (such departments generally referred to as the
“Exchange” for purposes of this Rule 8.17) may initiate an expedited suspension
proceeding with respect to alleged violations of Rule 12.15 (Disruptive Quoting and
Trading Activity Prohibited).

Service of Notice. The Exchange shall initiate the proceeding by serving

a notice on a Member or associated person of a Member (hereinafter “Respondent”). The
Exchange shall serve the notice by personal service or overnight commercial courier. The
notice shall be effective upon service.

Content of Notice. The notice shall state whether the Exchange is

requesting the Respondent to be required to take action or to refrain from taking action.
The notice shall be accompanied by:

a declaration of facts, signed by a person with knowledge of the facts

contained therein, that specifies the acts that constitute the alleged violation; and

a proposed order that contains the required elements of a suspension

order (except the date and hour of the order’s issuance), which are set forth in sub-
paragraph (d)(2) of this Rule).

Appointment of Hearing Officers and Hearing Panel

As soon as practicable after the Exchange initiates a suspension

proceeding, a Hearing Panel shall be assigned in accordance with paragraph (a) of Rule
8.6.

If at any time a Hearing Officer determines that he or she has a conflict of

interest or bias or circumstances otherwise exist where his or her fairness might reasonably
be questioned, or if a Party files a motion to disqualify a Hearing Officer, the recusal and
disqualification proceeding shall be conducted in accordance with paragraph (b) of Rule
8.6, except that:

a motion seeking disqualification of a Hearing Officer must be filed

no later than 5 days after the announcement of the Hearing Panel; and

the Exchange may file a brief in opposition to the Respondent’s

motion no later than 5 days after service thereof.

Hearing

When Held. The hearing shall be held not later than 15 days after service
of the notice initiating the suspension proceeding, unless otherwise extended by the
Chairman of the Hearing Panel with the consent of the Parties for good cause shown. If a
Hearing Officer is recused or disqualified, the hearing shall be held not later than five days
after a replacement Hearing Officer is appointed.

89
Service of Notice of Hearing. A notice of date, time, and place of the
hearing shall be served on the Parties not later than seven days before the hearing, unless
otherwise ordered by the Chairman of the Hearing Panel. Service shall be made by personal
service or overnight commercial courier. The notice shall be effective upon service.

Authority of Hearing Officers. A Hearing Officer shall have authority to

do all things necessary and appropriate to discharge his or her duties as set forth under
paragraph (d) of Rule 8.6.

Witnesses. A person who is subject to the jurisdiction of the Exchange

shall testify under oath or affirmation. The oath or affirmation shall be administered by a
court reporter or a notary public.

Additional Information. At any time during its consideration, the Hearing

Panel may direct a Party to submit additional information. Any additional information
submitted shall be provided to all Parties at least one day before the Hearing Panel renders
its decision.

Transcript. The hearing shall be recorded by a court reporter and a written

transcript thereof shall be prepared. A transcript of the hearing shall be available to the
Parties for purchase from the court reporter at prescribed rates. A witness may purchase a
copy of the transcript of his or her own testimony from the court reporter at prescribed
rates. Proposed corrections to the transcript may be submitted by affidavit to the Hearing
Panel within a reasonable time determined by the Hearing Panel. Upon notice to all the
Parties to the proceeding, the Hearing Panel may order corrections to the transcript as
requested or sua sponte.

Record and Evidence Not Admitted. The record shall consist of the notice
initiating the proceeding, the declaration, and the proposed order described in sub-
paragraph (a)(3) above; the transcript of the hearing; all evidence considered by the
Hearing Panel; and any other document or item accepted into the record by the Hearing
Panel. The Office of General Counsel shall be the custodian of the record. Proffered
evidence that is not accepted into the record by the Hearing Panel shall be retained by the
custodian of the record until the date when the Exchange’s decision becomes final or, if
applicable, upon the conclusion of any review by the SEC or the federal courts.

Failure to Appear at Hearing. If a Respondent fails to appear at a hearing

for which it has notice, the allegations in the notice and accompanying declaration may be
deemed admitted, and the Hearing Panel may issue a suspension order without further
proceedings. If the Exchange fails to appear at a hearing for which it has notice, the Hearing
Panel may order that the suspension proceeding be dismissed.

Issuance of Suspension Order by Hearing Panel

Basis for Issuance. The Hearing Panel shall issue a written decision stating
whether a suspension order shall be imposed. The Hearing Panel shall issue the decision
not later than ten days after receipt of the hearing transcript, unless otherwise extended by

90
the Chairman of the Hearing Panel with the consent of the Parties for good cause shown.
A suspension order shall be imposed if the Hearing Panel finds:

by a preponderance of the evidence that the alleged violation

specified in the notice has occurred; and

that the violative conduct or continuation thereof is likely to result

in significant market disruption or other significant harm to investors.

Content, Scope, and Form of Order. A suspension order shall:

be limited to: (i) ordering a Respondent to cease and desist from

violating Rule 12.15, and/or (ii) ordering a Respondent to cease and desist from
providing access to the Exchange to a client of Respondent that is causing violations
of Rule 12.15;

set forth the alleged violation and the significant market disruption
or other significant harm to investors that is likely to result without the issuance of
an order;

describe in reasonable detail the act or acts the Respondent is to take

or refrain from taking and to suspend the Respondent unless and until such action
is taken or refrained from; and

include the date and hour of its issuance.

Duration of Order. A suspension order shall remain effective and

enforceable unless modified, set aside, limited, or revoked pursuant to paragraph (e),
below.

Service. The Hearing Panel’s decision and any suspension order shall be
served by personal service or overnight commercial courier. The suspension order shall be
effective upon service.

Review by Hearing Panel

At any time after the Respondent is served with a suspension order, a Party may apply to
the Hearing Panel to have the order modified, set aside, limited, or revoked. The application shall
set forth with specificity the facts that support the request. The Hearing Panel shall respond to the
request in writing within ten days after receipt of the request, unless otherwise extended by the
Chairman of the Hearing Panel with the consent of the Parties for good cause shown. The Hearing
Panel’s response shall be served on the Respondent via personal service or overnight commercial
courier. The filing of an application under this Rule shall not stay the effectiveness of the
suspension order.

Application to SEC for Review

91
Sanctions imposed pursuant to this Rule constitute final and immediately effective
disciplinary sanctions imposed by the Exchange. The right to have any action under this Rule
reviewed by the SEC is governed by Section 19 of the Exchange Act. The filing of an application
for review shall not stay the effectiveness of a suspension order unless the SEC otherwise orders.

[Adopted March 31, 2016 (SR-BatsEDGA-2016-03)]

Release of Disciplinary Complaints, Decisions and Other Information

General Standards

The Exchange shall release to the public a copy of, and at the Exchange’s
discretion information with respect to, any disciplinary complaint or disciplinary decision
issued by the Exchange, as defined in paragraph (e) of this Rule. The Exchange shall, in
response to a request, release to the requesting party a copy of any identified disciplinary
complaint or disciplinary decision issued by the Exchange, as defined in paragraph (e) of
this Rule.

The Exchange shall release to the public a copy of, and at the Exchange's
discretion information with respect to, any client suspension order issued by the Exchange
pursuant to Rule 8.17.

Release Specifications

Copies of, and information with respect to, any disciplinary complaint
released to the public pursuant to paragraph (a) of this Rule shall indicate that a disciplinary
complaint represents the initiation of a formal proceeding by the Exchange in which
findings as to the allegations in the complaint have not been made and does not represent
a decision as to any of the allegations contained in the complaint.

Copies of, and information with respect to, any disciplinary decision
released to the public pursuant to paragraph (a) of this Rule prior to the expiration of the
time period provided for an appeal or call for review as permitted under Exchange Rules
or the Act, or while such an appeal or call for review is pending, shall indicate that the
findings and sanctions imposed therein are subject to review and modification by the
Exchange or the SEC.

Discretion to Redact Certain Information or Waive Publication

Notwithstanding paragraph (a) of this Rule, the Exchange reserves the right
to redact, on a case-by-case basis, information that contains confidential customer
information, including customer identities, or information that raises significant identity
theft, personal safety, or privacy concerns that are not outweighed by investor protection
concerns.

Notwithstanding paragraph (a) of this Rule, the Exchange may determine,

in its discretion, to waive the requirement to release a copy of, or information with respect

92
to, any disciplinary complaint or disciplinary decision under those extraordinary
circumstances where the release of such information would violate fundamental notions of
fairness or work an injustice.

Notice of Appeals of Exchange Decisions to the Commission

The Exchange shall provide notice to the public if a disciplinary decision of the Exchange
is appealed to the Commission and the notice shall state whether the effectiveness of the decision
has been stayed pending the outcome of proceedings before the Commission.

Definitions

(1) For the purpose of this Rule, the term “disciplinary complaint” shall
mean any statement of charges issued pursuant to Rule 8.4 or any notice served pursuant
to Rule 8.17.

(2) For the purpose of this Rule, the term “disciplinary decision” shall mean
any decision issued pursuant to the Chapter VIII, including, decisions issued by a
Hearing Panel or the Appeals Committee, accepted offers of settlement, and suspension
orders pursuant to Rule 8.17; provided, however, minor rule violation plan letters issued
pursuant to Rules 8.15 and 25.3 are not subject to this Rule.

[Adopted November 3, 2016 (SR-BatsEDGA-2016-27)]

93
ARBITRATION

Code of Arbitration

Every Member or associated person of a Member shall be subject to the 12000 and 13000 Series
of FINRA’s Manual, the Code of Arbitration Procedure for Customer and Industry Disputes,
respectively (“FINRA Code of Arbitration”), as the same may be in effect from time to time, except
as may be specified in this Chapter IX, for every claim, dispute or controversy arising out of or in
connection with matters eligible for submission under Rule 9.2 (“Exchange arbitrations”). For
purposes of Exchange arbitrations, defined terms used in this Chapter IX and not otherwise defined
herein shall have the same meaning as those prescribed in the FINRA Code of Arbitration, and
procedures contained in the FINRA Code of Arbitration shall have the same application as toward
Exchange arbitrations. Members shall comply with any FINRA rules and interpretations thereof
incorporated by reference as if such rules and interpretations were part of the Exchange’s Rules.

[Adopted March 12, 2010; amended February 5, 2014 (SR-EDGA-2014-01)]

Matters Eligible for Submission

The FINRA Code of Arbitration is prescribed and adopted for the arbitration of any dispute, claim
or controversy arising out of or in connection with the business of any Member, or arising out of
the employment or termination of employment of associated person(s) with any Member:

between or among Members;

between or among Members and associated persons; and

between or among Members or associated persons and public customers, or others;

except any type of dispute, claim or controversy that is not permitted to be arbitrated under the
FINRA Code of Procedure.

[Adopted March 12, 2010; amended February 5, 2014 (SR-EDGA-2014-01)]

Predispute Arbitration Agreements

The requirements of FINRA Rule 2268 shall apply to predispute arbitration agreements between
Members and their customers as if such rule were part of the Exchange’s Rules.

[Adopted March 12, 2010; amended February 5, 2014 (SR-EDGA-2014-01)]

Referrals

If any matter comes to the attention of an arbitrator during and in connection with the arbitrator’s
participation in a proceeding, either from the record of the proceeding or from material or
communications related to the proceeding, that the arbitrator has reason to believe may constitute
a violation of the Exchange’s Rules or the federal securities laws, the arbitrator may initiate a
referral of the matter to the Exchange for disciplinary investigation; provided, however, that any
such referral should only be initiated by an arbitrator after the matter before him has been settled

94
or otherwise disposed of, or after an award finally disposing of the matter has been rendered
pursuant to Rule 12904 or 13904, as applicable, of the FINRA Code of Arbitration.

Failure to Act under Provisions of the FINRA Code of Arbitration

It may be deemed conduct inconsistent with just and equitable principles of trade
and a violation of Rule 3.1 for a Member or a person associated with a Member to

fail to submit a dispute for arbitration under the FINRA Code of

Arbitration as required by the Code;

fail to comply with any injunctive order issued pursuant to the FINRA
Code of Arbitration;

fail to appear or to produce any document in his or her or its possession or

control as directed pursuant to provisions of the FINRA Code of Arbitration;

fail to honor an award, or comply with a written and executed settlement

agreement, obtained in connection with an arbitration submitted for disposition under the
FINRA Code of Arbitration where timely motion has not been made to vacate or modify
such award pursuant to applicable law; or

fail to comply with a written and executed agreement obtained in

connection with a mediation submitted for disposition pursuant to the FINRA Code of
Mediation.

Action by Members requiring associated persons to waive the arbitration of

disputes contrary to the provisions of the FINRA Code of Arbitration shall constitute conduct that
is inconsistent with just and equitable principles of trade and a violation of Rule 3.1.

[Adopted March 12, 2010; amended February 5, 2014 (SR-EDGA-2014-01)]

Non-Waiver of Exchange’s Rights

The submission of any matter to arbitration or mediation under this Chapter IX shall in no way
limit or preclude any right, action or determination by the Exchange which it would otherwise be
authorized to adopt, administer or enforce.

[Adopted March 12, 2010; amended February 5, 2014 (SR-EDGA-2014-01)]

Mediation

Members and associated persons of a Member may voluntarily agree to submit matters for
mediation in accordance with the requirements of the 14000 Series of FINRA’s Manual, the Code
of Mediation Procedure (“FINRA Code of Mediation”), as the same may be in effect from time to
time (“Exchange mediations”). For purposes of Exchange mediations, defined terms used in this
Chapter IX and not otherwise defined herein shall have the same meaning as those prescribed in
the FINRA Code of Mediation, and procedures contained in the FINRA Code of Mediation shall

95
have the same application as toward Exchange mediations. Members shall comply with any
FINRA rules and interpretations thereof incorporated by reference as if such rules and
interpretations were part of the Exchange’s Rules.

[Adopted February 5, 2014 (SR-EDGA-2014-01)]

Regulatory Services Agreement with FINRA

Pursuant to Rule 13.7, the Exchange and FINRA are parties to a regulatory services agreement
pursuant to which FINRA has agreed to perform certain functions described in this Chapter on
behalf of the Exchange. Therefore, FINRA staff will perform the functions described in the
FINRA Code of Arbitration and the FINRA Code of Mediation with regard to Exchange
arbitrations and Exchange mediations, respectively, in the same manner as if they were FINRA
arbitrations and FINRA mediations, respectively.

[Adopted February 5, 2014 (SR-EDGA-2014-01)]

96
ADVERSE ACTION

Scope of Chapter

This Chapter provides the procedure for persons who are or are about to be aggrieved by adverse
action, including, but not limited to, those persons who have been denied membership in the
Exchange, barred from becoming associated with a Member, or prohibited or limited with respect
to Exchange services pursuant to the By-Laws or the Rules of the Exchange (other than
disciplinary action for which review is provided in Chapter VIII and other than an arbitration
award, from which there is no Exchange review), to apply for an opportunity to be heard and to
have the complained of action reviewed.

Submission and Time Limitation on Application to Exchange

A person who is or will be aggrieved by any action of the Exchange within the scope of this
Chapter and who desires to have an opportunity to be heard with respect to such action shall file a
written application with the Exchange within 15 business days after being notified of such action.
The application shall state the action complained of and the specific reasons why the applicant
takes exception to such action and the relief sought. In addition, if the applicant intends to submit
any additional documents, statements, arguments or other material in support of the application,
the same should be so stated and identified.

Procedure Following Applications for Hearing

Appeals Committee

Applications for hearing and reviewing shall be referred promptly by the Exchange to the
Appeals Committee. A record of the proceedings shall be kept.

Documents

The Appeals Committee will set a hearing date and shall be furnished with all materials
relevant to the proceedings at least 72 hours prior to the date of the hearing. Each party shall have
the right to inspect and copy the other party’s materials prior to the hearing. Hearings shall be held
promptly, particularly in the case of a summary suspension pursuant to Chapter VII of these Rules.

Hearing and Decision

Participants

The parties to the hearing shall consist of the applicant and a representative of the Exchange who
shall present the reasons for the action taken by the Exchange which allegedly aggrieved the
applicant.

Counsel

The applicant is entitled to be accompanied, represented and advised by counsel at all stages of
the proceedings.

97
Conduct of Hearing

The Appeals Committee shall determine all questions concerning the admissibility of
evidence and shall otherwise regulate the conduct of the hearing. Each of the parties shall be
permitted to make an opening statement, present witnesses and documentary evidence, cross-
examine opposing witnesses and present closing arguments orally or in writing as determined by
the panel. The Appeals Committee also shall have the right to question all parties and witnesses to
the proceeding and a record shall be kept. The formal rules of evidence shall not apply.

Decision

The decision of the Appeals Committee shall be made in writing and shall be sent to the
parties to the proceeding. Such decisions shall contain the reasons supporting the conclusions of
the panel.

Review

Petition

The decision of the Appeals Committee shall be subject to review by the Board either on
its own motion within 20 business days after issuance of the decision or upon written request
submitted by the applicant below, or by the CRO of the Exchange, within 15 business days after
issuance of the decision. Such petition shall be in writing and shall specify the findings and
conclusions to which exceptions are taken together with the reasons for such exceptions. Any
objection to a decision not specified by written exception shall be considered to have been
abandoned and may be disregarded. Parties may petition to submit a written argument to the Board
and may request an opportunity to make an oral argument before the Board. The Board shall have
sole discretion to grant or deny either request.

Conduct of Review

The review shall be conducted by the Board. The review shall be made upon the record
and shall be made after such further proceedings, if any, as the Board may order. Based upon such
record, the Board may affirm, reverse or modify, in whole or in part, the decision below. The
decision of the Board shall be in writing, shall be sent to the parties to the proceeding and shall be
final.

Miscellaneous Provisions

Service of Notice

Any notices or other documents may be served upon the applicant either personally or by
leaving the same at his place of business or by deposit in the United States post office, postage
prepaid, by registered or certified mail, addressed to the applicant at his last known business or
residence address.

Extension of Time Limits

98
Any time limits imposed under this Chapter for the submission of answers, petitions or
other materials may be extended by permission of the Exchange. All papers and documents relating
to review by the Appeals Committee or the Board must be submitted to the Exchange.

Agency Review

Actions taken by the Exchange under this Chapter shall be subject to the review and action of any
appropriate regulatory agency under the Act.

99
TRADING RULES

Hours of Trading and Trading Days

Orders may be entered on the Exchange, executed on the Exchange or routed away
from the Exchange during Regular Trading Hours, the Early Session, the Pre-Opening Session,
the Regular Session, and the Post-Closing Session.

Trading Sessions. All orders are eligible for execution during the Regular
Session. Orders may be entered into the System from 6:00 a.m. until 8:00 p.m. Eastern
Time. Orders entered between 6:00 a.m. and 7:00 a.m. Eastern Time are not eligible for
execution until the start of the Early Trading Session, Pre-Opening Session or Regular
Trading Hours, depending on the Time-in-Force selected by the User. The Exchange will
not accept the following orders prior to 7:00 a.m. Eastern Time: orders with a Post Only
instruction, ISOs, Market Orders other than those with a TIF instruction of Regular Hours
Only or a Stop Price, orders with a Minimum Execution Quantity instruction that also
include a TIF instruction of Regular Hours Only, and all orders with a TIF instruction of
IOC or FOK. At the commencement of the Early Trading Session, orders entered between
6:00 a.m. and 7:00 a.m. Eastern Time will be handled in time sequence, beginning with
the order with the oldest time stamp, and will be placed on the EDGA Book, routed,
cancelled, or executed in accordance with the terms of the order.

The Exchange will be open for the transaction of business on business days. The
Exchange will not be open for business on the following holidays: New Years Day, Dr. Martin
Luther King Jr. Day, Presidents Day, Good Friday, Memorial Day, Juneteenth National
Independence Day, Independence Day, Labor Day, Thanksgiving Day or Christmas. When any
holiday observed by the Exchange falls on a Saturday, the Exchange will not be open for business
on the preceding Friday. When any holiday observed by the Exchange falls on a Sunday, the
Exchange will not be open for business on the following Monday, unless otherwise indicated by
the Exchange.

The Chief Executive Officer of the Exchange shall have the power to halt, suspend
trading in any and all securities traded on the Exchange, to close some or all Exchange facilities,
and to determine the duration of any such halt, suspension, or closing, when he deems such action
necessary for the maintenance of fair and orderly markets, the protection of investors, or otherwise
in the public interest including special circumstances such as (1) actual or threatened physical
danger, severe climatic conditions, civil unrest, terrorism, acts of war, or loss or interruption of
facilities utilized by the Exchange, (2) a request by a governmental agency or official, or (3) a
period of mourning or recognition for a person or event. No such action shall continue longer than
a period of two days, or as soon thereafter as a quorum of Directors can be assembled, unless the
Board approves the continuation of such suspension.

[Adopted March 12, 2010; amended November 13, 2014 (SR-EDGA-2014-20); amended January
12, 2015 (SR-EDGA-2014-03); amended April 6, 2016 (SR-EDGA-2016-02); amended
December 19, 2019 (SR-CboeEDGA-2019-020); amended December 6, 2021 (SR-CboeEDGA-
2021-026)]

100
Securities Eligible for Trading

The Exchange shall designate securities for trading. Any class of securities listed
or admitted to unlisted trading privileges on the Exchange pursuant to Chapter XIV of these Rules
shall be eligible to become designated for trading on the Exchange. All securities designated for
trading are eligible for odd-lot, round-lot and mixed-lot executions, unless otherwise indicated by
the Exchange or limited pursuant to these Rules.

Notwithstanding paragraph (a) above, the Exchange may determine not to

designate for trading any security admitted to unlisted trading privileges on the Exchange pursuant
to Chapter XIV of these Rules when that security’s consolidated average daily trading volume is
equal to or less than 2,500 shares during the preceding 90 calendar days.

Any security not designated for trading by the Exchange pursuant to subparagraph
(b) of this Rule may be designated for trading by the Exchange if its consolidated average daily
trading volume exceeds 5,000 shares over any 90 calendar day period since the security was not
designated for trading pursuant to subparagraph (b) of this Rule. Nothing in this paragraph (c) shall
limit the Exchange’s ability to designate a security for trading pursuant to paragraph (a) of this
Rule.

The Exchange shall provide notice to Members at least one trading day in advance
of any securities it is making unavailable for trading pursuant to subparagraph (b) of this Rule, and
any securities it is making available for trading under subparagraph (c) of Rule 11.2.

[Adopted March 12, 2010; amended July 2, 2015 (SR-EDGA-2015-19 Amendment No. 1)]

Access

General. The System shall be available for entry and execution of orders by Users
with authorized access. To obtain authorized access to the System, each User must enter into a
User Agreement with the Exchange in such form as the Exchange may provide (“User
Agreement”).

For a Sponsored Participant to obtain and maintain authorized access to the

System, a Sponsored Participant and its Sponsoring Member must agree in writing to the
following Sponsorship Provisions:

(i) All orders entered by the Sponsored Participants and any

person acting on behalf of or in the name of such Sponsored Participant and
any executions occurring as a result of such orders are binding in all respects
on the Sponsoring Member, and

(ii) Sponsoring Member is responsible for any and all actions

taken by such Sponsored Participant and any person acting on behalf of or
in the name of such Sponsored Participant.

Sponsoring Member shall comply with the Exchange’s Certificate

of Incorporation, By-Laws, Rules and procedures, and Sponsored Participant shall
comply with the Exchange’s Certificate of Incorporation, By-Laws, Rules and
procedures, as if Sponsored Participant were a Member.

A Member must suspend or withdraw a person’s status as an AT if the Exchange

has determined that the person has caused the Member to fail to comply with the Rules of the
Exchange and the Exchange has directed the Member to suspend or withdraw the person’s status
as an AT.

A Member must have reasonable procedures to ensure that the ATs maintain the
physical security of the equipment for accessing the facilities of the Exchange to prevent the
improper use or access to the systems, including unauthorized entry of information into the
systems.

To be eligible for registration as an AT of a Member a person must successfully

complete the General Securities Representative Examination (Series 7), the Securities Traders
Qualification Examination (Series 57) and any other training and/or certification programs as may
be required by the Exchange. An individual required to register as either the General Securities
Representative or a Securities Trader must also take and pass the Securities Industry Essentials
Examination (“SIE”).

[Adopted March 12, 2010; amended October 27, 2010 (SR-EDGA-2010-16); amended February
1, 2012 (SR-EDGA-2012-04); amended January 4, 2016 (SR-EDGA-2015-48); amended
October 1, 2018 (SR-CboeEDGA-2018-015)]

Input of Accurate Information

Members of the Exchange shall input accurate information into the System, including, but not
limited to, whether the Member is acting in a principal, agent, or riskless principal capacity for
each order it enters. If such capacity is not inputted by the Member for each order it enters, the
Member’s order will be rejected back by the Exchange.

[Adopted March 12, 2010; amended October 20, 2010 (SR-EDGA-2010-15); amended December
13, 2010 (SR-EDGA-2010-25), amended February 25, 2011 (SR-EDGA-2011-05); amended
March 18, 2011 (SR-EDGA-2011-07), amended July 15, 2001 (SR-EDGA-2011-21); amended

103
April 2, 2012 (SR-EDGA-2012-06); amended June 8, 2012 (SR-EDGA-2012-22); amended
August 24, 2012 (SR-EDGA-2012-28); amended July 24, 2012 (SR-EDGA-2012-34); amended
September 24, 2012 (SR-EDGA-2012-44); amended December 27, 2012 (SR-EDGA-2012-47);
amended April 8, 2013 (SR-EDGA-2013-08); amended June 24, 2013 (SR-EDGA-2013-17);
amended March 28, 2014 (SR-EDGA-2011-05); amended April 29, 2014 (SR-EDGA-2014-12);
amended November 13, 2014 (SR-EDGA-2014-20)]

Definitions

For purposes of this Chapter XI, the following definitions shall apply:

Attributable. An instruction to designate an order for display (price and size) on

the EDGA Book Feed that includes the Member’s market participant identifier (“MPID”).

Non-Attributable. Unless the User elects otherwise, all orders will be

automatically defaulted by the System to Non-Attributable, and displayed (price and size)
on the EDGA Book Feed on an anonymous basis by the System.

A User may elect an order be Attributable on an order-by-order basis or

instruct the Exchange to default all its orders as Attributable on a port-by-port basis. A
Member that instructs the Exchange to default all its orders as Attributable on a particular
port will be able to override such setting and designate an individual order from that port
as Non-Attributable.

Cancel Back. An instruction the User may attach to an order instructing the System
to immediately cancel the order when, if displayed by the System on the EDGA Book at the time
of entry, or upon return to the System after being routed away, would create a violation of Rule
610(d) of Regulation NMS or Rule 201 of Regulation SHO, or the order cannot otherwise be
executed or posted by the System to the EDGA Book at its limit price.

Crossing Quotation. The display of a bid (offer) for an NMS stock at a price that
is higher (lower) than the price of an offer (bid) for such NMS stock previously disseminated
pursuant to an effective national market system plan in violation of Rule 610(d) of Regulation
NMS.

Discretionary Range. An instruction the User may attach to an order to buy (sell) a
stated amount of a security at a specified, displayed or non-displayed ranked price with discretion
to execute up (down) to another specified, non-displayed price. Resting orders with a Discretionary
Range instruction will be executed at a price that uses the minimum amount of discretion necessary
to execute the order against an incoming order. An order with a Discretionary Range instruction
resting on the EDGA Book will execute at its least aggressive price when matched for execution
against an incoming order that also contains a Discretionary Range instruction, as permitted by the
terms of both the incoming and resting order. Any contra-side order that executes against a resting
order with a Discretionary Range instruction at its displayed or non-displayed ranked price, or a
price in the discretionary range, will remove liquidity against the order with a Discretionary Range
instruction. Where an incoming order with a Post Only instruction does not remove liquidity on
entry pursuant to Rule 11.6(n)(4) against a resting order with a Discretionary Range instruction,
the discretionary range of the resting order with a Discretionary Range instruction will be

104
shortened to equal the limit price of the incoming contra-side order with a Post Only instruction.
An order with a Discretionary Range instruction that is eligible for routing away pursuant to Rule
11.11 will be routed away from the Exchange at its full discretionary price.

Display Options

Displayed. An instruction the User may attach to an order stating that the
order is to be displayed by the System on the EDGA Book. Unless the User elects
otherwise, all orders eligible to be displayed on the EDGA Book will be automatically
defaulted by the System to Displayed.

Non-Displayed. An instruction the User may attach to an order stating that

the order is not to be displayed by the System on the EDGA Book. An order with a Non-
Displayed instruction that is to be re-routed pursuant to the Post to Away routing option
set forth in Rule 11.11(g)(15) will be identified as Non-Displayed when routed to an away
Trading Center.

Locking Price. The price at which an order to buy (sell), that if displayed by the
System on the EDGA Book, either upon entry into the System, or upon return to the System after
being routed away, would be a Locking Quotation.

Locking Quotation. The display of a bid for an NMS stock at a price that equals
the price of an offer for such NMS stock previously disseminated pursuant to an effective national
market system plan, or the display of an offer for an NMS stock at a price that equals the price of
a bid for such NMS stock previously disseminated pursuant to an effective national market system
plan in violation of Rule 610(d) of Regulation NMS.

Minimum Execution Quantity. An instruction a User may attach to an order with

a Non-Displayed instruction or a Time-in-Force of Immediate-or-Cancel requiring the System to
execute the order only to the extent that a minimum quantity can be satisfied. By default, an order
with the Minimum Execution Quantity instruction will execute upon entry against a single order
or multiple aggregated orders simultaneously. A User may alternatively specify the order not
execute against multiple aggregated orders simultaneously and that the minimum quantity
condition be satisfied by each individual order resting on the EDGA Book. If there are such orders,
but there are also orders that do not satisfy the minimum quantity condition, the order with the
Minimum Execution Quantity instruction will execute against orders resting on the EDGA Book
in accordance with Rule 11.9, Order Priority, until it reaches an order that does not satisfy the
minimum quantity condition, and then the remainder of the order will be posted to the EDGA
Book or cancelled in accordance with the terms of the order. If, upon entry, there are no orders
that satisfy the minimum quantity condition resting on the EDGA Book, the order will either be
posted to the EDGA Book or cancelled in accordance with the terms of the order. Where there is
insufficient size to satisfy an incoming order’s minimum quantity condition, that incoming order
will not trade and will be posted on the EDGA Book at its limit price. However, an order with a
Minimum Execution Quantity will be cancelled where, if posted, it would cross the displayed price
of an order on the EDGA Book. An order to buy (sell) with a Minimum Execution Quantity
instruction that is ranked in the EDGA Book will not be eligible to trade: (i) at a price equal to or
above (below) any sell (buy) orders that are Displayed and that have a ranked price equal to or

105
below (above) the price of such order with a Minimum Execution Quantity instruction; or (ii) at a
price above (below) any sell (buy) order that is Non-Displayed and has a ranked price below
(above) the price of such order with a Minimum Execution Quantity instruction. However, an
order with a Minimum Execution Quantity instruction that crosses an order on the EDGA Book
may execute at a price less aggressive than its ranked price against an incoming order so long as
such execution is consistent with the above restrictions. An order with a Minimum Execution
Quantity instruction may be partially executed so long as the execution size of the individual order
or aggregate size of multiple orders, as applicable, is equal to or exceeds the quantity provided in
the instruction. Any shares remaining after a partial execution will continue to be executed at a
size that is equal to or exceeds the quantity provided in the instruction. If posted to the EDGA
Book, the order may only execute against individual incoming orders with a size that satisfies the
minimum quantity condition. An order with the Minimum Execution Quantity instruction cedes
execution priority when it would lock or cross an order against which it would otherwise execute
if it were not for the minimum execution size restriction. If a resting Non-Displayed sell (buy)
order did not meet the minimum quantity condition of a same-priced resting order to buy (sell)
with a Minimum Execution Quantity instruction, a subsequently arriving sell (buy) order that
meets the minimum quantity condition will trade ahead of such resting Non-Displayed sell (buy)
order at that price. Where the number of shares remaining after a partial execution are less than
the quantity provided in the instruction, the Minimum Execution Quantity shall be equal to the
number of shares remaining. An order that includes a Minimum Execution Quantity instruction is
not eligible to be routed to another Trading Center in accordance with Rule 11.11.

Minimum Price Variation. Bids, offers, or orders in securities traded on the

Exchange shall not be made in an increment smaller than: (i) $0.01 if those bids, offers, or orders
are priced equal to or greater than $1.00 per share; or (ii) $0.0001 if those bids, offers, or orders
are priced less than $1.00 per share; or (iii) any other increment established by the Commission
for any security which has been granted an exemption from the minimum price increments
requirements of SEC Rule 612(a) or 612(b) of Regulation NMS.

Pegged. An instruction to automatically re-price an order in response to changes

in the NBBO. For purposes of the Pegged instruction, the System’s calculation of the NBBO does
not take into account any orders with Pegged instructions that are resting on the EDGA Book. A
User selecting a Pegged instruction can specify that the order’s price will peg to the NBB or NBO
or a certain amount away from the NBB or NBO (offset). An order with a Pegged instruction will
not be eligible for execution when the NBB or NBO that it is pegged to is no longer available.
Orders with a Pegged instruction are not eligible for routing pursuant to Rule 11.11. A new time
stamp is created for the order each time it is automatically re-priced, including when an order that
has been ineligible for execution again becomes eligible for execution because the NBB or NBO
it is pegged to becomes available.

Market Peg. An order with instructions to peg to the NBB, for a sell order,
or the NBO, for a buy order. A User may, but is not required to, select an offset for an
order to buy (sell) that is equal to or greater than one Minimum Price Variation below
(above) the NBO (NBB) that the order is pegged to. An order with a Market Peg instruction
is not eligible for display on the EDGA Book.

106
Primary Peg. An order with instructions to peg to the NBB, for a buy order,
or the NBO, for a sell order. A User may, but is not required to, select an offset equal to
or greater than one Minimum Price Variation above or below the NBB or NBO that the
order is pegged to (“Primary Offset Amount”). The Primary Offset Amount for an order
with Primary Peg instruction that is to be displayed on the EDGA Book must result in the
price of such order being inferior to or equal to the inside quote on the same side of the
market. When the EDGA Book is crossed by another market, an order with a Primary Peg
instruction will be automatically adjusted to the current NBO (for bids) or the current NBB
(for offers). If an order with a Primary Peg instruction would otherwise be a Locking
Quotation or Crossing Quotation, the price of the order will be automatically adjusted by
the System to one Minimum Price Variation below the current NBO (for bids) or to one
Minimum Price Variation above the current NBB (for offers).

Permitted Price. The price at which a sell order will be displayed at one Minimum
Price Variation above the NBB.

Re-Pricing.

Re-Pricing Instructions to Comply with Rule 610(d) of Regulation NMS

Price Adjust.

(i) An order instruction requiring that where an order would be

a Locking Quotation or Crossing Quotation of an external market if
displayed by the System on the EDGA Book at the time of entry, the order
will be displayed and ranked at a price that is one Minimum Price Variation
lower (higher) than the Locking Price for orders to buy (sell). The ranked
and displayed prices of an order subject to the Price Adjust instruction will
only be adjusted once, unless the User elects that the order be adjusted
multiple times in response to changes to the prevailing NBBO.

(ii) The order will be displayed and ranked at the Locking Price
if: the NBBO changes such that the order, if displayed at the Locking Price
would not be a Locking Quotation or Crossing Quotation, including when
an Intermarket Sweep Order (“ISO”) with a time-in-force (“TIF”)
instruction of Day is entered into the System and displayed on the EDGA
Book on the same side of the market as the order at a price that is equal to
or more aggressive than the Locking Price. Unless a User has elected the
multiple re-pricing option, the order would not be subject to further re-
ranking and will be displayed on the EDGA Book at the Locking Price until
executed or cancelled by the User. An order subject to the multiple re-
pricing option will be further re-ranked and re-displayed to the extent it can
permissibly be ranked and displayed at a more aggressive price based on
changes to the prevailing NBBO.

(iii) The order will receive a new time stamp at the time it is re-
ranked. Pursuant to Rule 11.9, all orders that are re-ranked and re-displayed

107
pursuant to the Price Adjust instruction will retain their priority as compared
to each other based upon the time such orders were initially received by the
System.

(iv) Any display-eligible order with a Price Adjust instruction

and a Post Only instruction that would be a Locking Quotation or Crossing
Quotation of the Exchange upon entry will be executed as set forth in Rule
11.6(n)(4) or cancelled.

Display-Price Sliding.

(i) An order instruction requiring that where an order would be

a Locking Quotation or Crossing Quotation of an external market if
displayed by the System on the EDGA Book at the time of entry, will be
ranked at the Locking Price in the EDGA Book and displayed by the System
at one Minimum Price Variation lower (higher) than the Locking Price for
orders to buy (sell). A User may elect to have the System only apply the
Display-Price Sliding instruction to the extent a display-eligible order at the
time of entry would be a Locking Quotation. For Users that select this
portion of the Display-Price Sliding instruction, any order will be cancelled
if, upon entry, such order would be a Crossing Quotation of an external
market.

(ii) An order subject to the Display-Price Sliding instruction will

retain its original limit price irrespective of the prices at which such order
is ranked and displayed. In the event the NBBO changes such that an order
subject to the Display-Price Sliding instruction would not be a Locking
Quotation or Crossing Quotation, the order will receive a new timestamp,
and will be displayed at the most aggressive permissible price. All orders
that are re-ranked and re-displayed pursuant to the Display-Price Sliding
instruction will retain their priority as compared to other orders subject to
the Display-Price Sliding instruction based upon the time such orders were
initially received by the Exchange. Following the initial ranking and display
of an order subject to the Display-Price Sliding instruction, an order will
only be re-ranked and re-displayed to the extent it achieves a more
aggressive price, provided, however, that the Exchange will re-rank an
order at the same price as the displayed price in the event such order’s
displayed price would be a Locking Quotation or Crossing Quotation. Such
event will not result in a change in priority for the order at its displayed
price.

(iii) The ranked and displayed prices of an order subject to the

Display-Price Sliding instruction may be adjusted once or multiple times
depending upon the instructions of a User and changes to the prevailing
NBBO. The Exchange’s default Display-Price Sliding instruction will only
adjust the ranked and displayed prices of an order upon entry and then the
displayed price one time following a change to the prevailing NBBO,

108
provided however, that if such an order’s displayed price becomes a
Locking Quotation or Crossing Quotation then the Exchange will adjust the
ranked price of such order and it will not be further re-ranked or re-
displayed at any other price. Orders subject to the optional multiple price
sliding process will be further re-ranked and re-displayed as permissible
based on changes to the prevailing NBBO.

(iv) Any display-eligible order with a Post Only instruction that

would be a Locking Quotation or Crossing Quotation of the Exchange upon
entry will be executed as set forth in Rule 11.6(n)(4) or cancelled. In the
event the NBBO changes such that an order with a Post Only instruction
subject to Display-Price Sliding instruction would be ranked at a price at
which it could remove displayed liquidity from the EDGA Book, the order
will be executed as set forth in Rule 11.6(n)(4) or cancelled.

(v) An order with a Post Only instruction will be permitted to

post and be displayed opposite the ranked price of orders subject to Display-
Price Sliding instruction. In the event an order subject to the Display-Price
Sliding instruction is ranked on the EDGA Book with a price equal to an
opposite side order displayed by the Exchange, it will be subject to
processing as set forth in Rule 11.10(a)(4).

Re-Pricing Instructions to Comply with Rule 201 of Regulation SHO.

An order to sell with a Short Sale instruction that, at the time of

entry, could not be executed or displayed in compliance with Rule 201 of
Regulation SHO will be re-priced by the System at the Permitted Price. The
Exchange’s default short sale re-pricing process will only re-price an order upon
entry. Depending upon the instructions of a User, to reflect declines in the NBB
the System will continue to re-price and re-display a short sale order at the
Permitted Price down to the order’s limit price. In the event the NBB changes such
that the price of an order with a Non-Displayed instruction subject to Rule 201 of
Regulation SHO would be a Locking Quotation or Crossing Quotation, the order
will receive a new time stamp, and will be re-priced by the System to the Permitted
Price.

When a Short Sale Circuit Breaker is in effect, the System may

execute a sell order with a Displayed and Short Sale instruction at the price of the
NBB if, at the time of initial display of the sell order with a Short Sale instruction,
the order was at a price above the then current NBB.

Orders with a Short Exempt instruction will not be subject to re-

pricing under this section.

If an order is subject to either a Display-Price Sliding instruction or

a Price Adjust instruction and also contains a Short Sale instruction when a Short

109
Sale Circuit Breaker is in effect, the re-pricing instructions to comply with Rule
201 of Regulation SHO under this Rule will apply.

Re-Pricing of Non-Displayed Orders

In order to avoid potentially trading through Protected Quotations of external

markets, the Exchange offers price sliding for orders with a Non-Displayed instruction that
upon entry would cross a Protected Quotation of an external market that is functionally
equivalent to the handling of displayable orders pursuant to the Display-Price Sliding
instruction except that such orders will not have a displayed price. Orders with a Non-
Displayed instruction that are subject to the Display-Price Sliding or Price Adjust
instruction are ranked at the Locking Price on entry. Similarly, in the event the NBBO
changes such that an order with a Non-Displayed instruction subject to the Display-Price
Sliding or Price Adjust instruction would cross a Protected Quotation of an external market,
the order will receive a new timestamp, and will be ranked by the System at the Locking
Price. In the event an order with a Non-Displayed instruction has been re-priced by the
System pursuant to this subparagraph (3), such order with a Non-Displayed instruction is
not re-priced by the System unless it again would cross a Protected Quotation of an external
market.

Reserve Quantity. The portion of an order that includes a Non-Displayed

instruction in which a portion of that order is also displayed on the EDGA Book. Both the portion
of the order with a Displayed instruction and the Reserve Quantity are available for execution
against incoming orders. The Reserve Quantity of an order that is to be re-routed pursuant to the
Post to Away routing option set forth in Rule 11.11(g)(15) will be identified as an order with a
Reserve Quantity when routed to an away Trading Center.

Replenishment Amounts. If the portion of the order with a Displayed

instruction is reduced to less than a Round Lot, the System will, in accordance with the
User’s instruction, replenish the displayed quantity from the Reserve Quantity using one
of the below replenishment instructions. A new time stamp is created for the displayed
quantity and Reserve Quantity of the order each time it is replenished from the Reserve
Quantity. If the remainder of an order is less than the replenishment amount, the Exchange
will replenish and display the entire remainder of the order. A User must instruct the
Exchange as to the quantity of the order to be initially displayed by the System (“Max
Floor”) when entering an order with a Reserve Quantity, which is also used to determine
the replenishment amount, as set forth below.

Random Replenishment. An instruction a User may attach to the

Reserve Quantity of an order where replenishment quantities for the order are
randomly determined by the System within a replenishment range established by
the User. In particular, the User entering an order into the System subject to the
Random Replenishment instruction must select a replenishment value and Max
Floor. The actual quantity that will be initially displayed will be the Max Floor.
The displayed replenishment quantities will then be determined by the System by
randomly selecting a number of shares within a replenishment range that is

110
between: (i) the Max Floor minus the replenishment value; and (ii) the Max Floor
plus the replenishment value.

Fixed Replenishment. For an order for which the Random

Replenishment instruction has not been selected, the System will replenish the
displayed quantity of the order to the Max Floor designated by the User.

Routing/Posting Instructions

Aggressive. An order instruction that directs the System to route the order
if an away Trading Center locks or crosses the limit price of the order resting on the EDGA
Book. Any routable order with a Non-Displayed instruction that is resting on the EDGA
Book and is locked or crossed by an away Trading Center will be automatically routed to
the Trading Center displaying the Locking Quotation or Crossing Quotation.

Super Aggressive. An order instruction that directs the System to route the
order if an away Trading Center locks or crosses the limit price of the order resting on the
EDGA Book. A User may instruct the Exchange to apply the Super Aggressive instruction
solely to routable orders posted to the EDGA Book with remaining size of an Odd Lot.
When any order with a Super Aggressive instruction is locked by an incoming order with
a Post Only instruction that does not remove liquidity pursuant to Rule 11.6(n)(4) below,
the order with a Super Aggressive instruction is converted to an executable order and will
remove liquidity against such incoming order. Notwithstanding the foregoing, if an order
that does not contain a Super Aggressive instruction maintains higher priority than one or
more Super Aggressive eligible orders, the Super Aggressive eligible order(s) with lower
priority will not be converted, as described above, and the incoming order with a Post Only
instruction will be posted or cancelled in accordance with Rule 11.6(n)(4) below.

Book Only. An order instruction stating that an order will be matched

against an order on the EDGA Book or posted to the EDGA Book, but will not route to an
away Trading Center.

Post Only. An instruction that may be attached to an order that is to be

ranked and executed on the Exchange pursuant to Rule 11.9 and Rule 11.10(a)(4) or
cancelled, as appropriate, without routing away to another trading center except that the
order will not remove liquidity from the EDGA Book, except as described below. An order
with a Post Only instruction will remove contra-side liquidity from the EDGA Book if the
order is an order to buy or sell a security priced below $1.00 or if the value of such
execution when removing liquidity equals or exceeds the value of such execution if the
order instead posted to the EDGA Book and subsequently provided liquidity, including the
applicable fees charged or rebates provided. To determine at the time of a potential
execution whether the value of such execution when removing liquidity equals or exceeds
the value of such execution if the order instead posted to the EDGA Book and subsequently
provided liquidity, the Exchange will use the highest possible rebate paid and highest
possible fee charged for such executions on the Exchange.

111
Destination Specified. A User may instruct the System to route the order
to a specified away Trading Center or centers, after exposing the order to the EDGA Book.
Such orders that are not executed in full after routing away are processed by the Exchange
as described in Rule 11.10(a)(4), unless the User has provided instructions that the order
reside on the book of the relevant away Trading Center.

Destination-on-Open. A User may instruct the System to route the order

to a specified away Trading Center to participate in said Trading Center’s opening process,
without being processed by the System as described below in Rule 11.10(a)(4), and which
after participating in such opening process will be returned to the EDGA Book for
cancellation, execution, display, or routing pursuant to Rule 11.11 to the extent unfilled.

Non-Displayed Swap (“NDS”). An instruction that may be attached to an

order with a Non-Displayed instruction that when such order is resting on the EDGA Book
and is locked by an incoming order with a Post Only instruction that does not remove
liquidity pursuant to paragraph (4) of this rule, the order with an NDS instruction is
converted to an executable order and will remove liquidity against such incoming order.
An order with an NDS instruction is not eligible for routing pursuant to Rule 11.11.

Short Sale. An instruction on an order which shall have the same meaning as
defined in Rule 200(a) of Regulation SHO.

Short Exempt. An instruction on an order with a Short Sale instruction that satisfies
the requirements set forth in Rule 201 of Regulation SHO.

Time-in-Force (“TIF”).

Immediate-or-Cancel (“IOC”). An instruction the User may attach to an

order stating the order is to be executed in whole or in part as soon as such order is received.
The portion not executed immediately on the Exchange or another trading center is treated
as cancelled and is not posted to the EDGA Book. An order with an IOC instruction that
does not include a Book Only instruction and that cannot be executed in accordance with
Rule 11.10(a)(4) on the System when reaching the Exchange will be eligible for routing
away pursuant to Rule 11.11.

Day. An instruction the User may attach to an order stating that an order
to buy or sell which, if not executed, expires at the end of Regular Trading Hours. Any
Day Order entered into the System before the opening for business on the Exchange as
determined pursuant to Rule 11.1, or after the closing of Regular Trading Hours, will be
rejected.

Fill-or-Kill (“FOK”). An instruction the User may attach to an order

stating that the order is to be executed in its entirety as soon as it is received and, if not so
executed, cancelled. An order with a FOK instruction is not eligible for routing away
pursuant to Rule 11.11.

Good-‘til Day (“GTD”). An instruction the User may attach to an order

specifying the time of day at which the order expires. Any unexecuted portion of an order

112
with a TIF instruction of GTD will be cancelled at the expiration of the User’s specified
time, which can be no later than the close of the Post-Closing Session.

Good ‘til Extended Day (“GTX”). An instruction the User may attach to
an order to buy or sell which, if not executed, will be cancelled by the close of the Post-
Closing Session.

Regular Hours Only (“RHO”). An instruction a User may attach to an

order designating it for execution only during Regular Trading Hours, which includes the
Opening Process and Re-Opening Process following a halt suspension or pause.

Pre-Opening Session Plus (“PRE”). A limit order that is designated for

execution during the Pre-Opening Session and Regular Trading Hours. Any portion not
executed expires at the end of Regular Trading Hours.

Pre-Opening Session ‘til Extended Day (“PTX”). A limit order that is

designated for execution during the Pre-Opening Session, Regular Trading Hours, and the
Post-Closing Session. Any portion not executed expires at the end of the Post-Closing
Session.

Pre-Opening Session ‘til Day (“PTD”). A limit order that is designated for
execution during the Pre-Opening Session, Regular Trading Hours, and the Post-Closing
Session. Any portion not executed will be cancelled at the expiration time assigned to the
order, which can be no later than the close of the Post-Closing Session.

Trading Center. Other securities exchanges, facilities of securities exchanges,

automated trading systems, electronic communications networks or other brokers or dealers.

Units of Trading.

Round Lot. One hundred (100) shares or any multiple thereof shall
constitute a Round Lot, unless an alternative number of shares is established as a Round
Lot by the listing exchange for the security. Orders that are a Round Lot are eligible to be
Protected Quotations.

Odd Lot. Any amount less than a Round Lot. Orders of Odd Lot size are
only eligible to be Protected Quotations if aggregated to form a Round Lot.

Mixed Lot. Any amount greater than a Round Lot that is not an integer
multiple of a Round Lot shall constitute a Mixed Lot. Odd Lot portions of orders of Mixed
Lot size are only eligible to be Protected Quotations if aggregated to form a Round Lot.

[Adopted March 12, 2010; amended November 13, 2014 (SR-EDGA-2014-20); amended January
12, 2015 (SR-EDGA-2015-03); amended August 11, 2015 (SR-EDGA-2015-33); amended
December 16, 2015 (SR-EDGA-2015-47); amended March 11, 2016 (SR-EDGA-2016-03);
amended April 6, 2016 (SR-EDGA-2016-02); amended November 4, 2017 (SR-BatsEDGA-2017-
26); amended April 13, 2018 (SR-CboeEDGA-2018-005); amended June 28, 2018 (SR-

113
CboeEDGA-2018-011); amended November 23, 2018 (SR-CboeEDGA-2018-019); amended
April 24, 2019 (SR-CboeEDGA-2019-004)]

Opening Process

Order Entry and Cancellation before the Opening Process. Prior to the beginning
of the Regular Session, Users who wish to participate in the Opening Process may enter orders to
buy or sell that include a TIF instruction of RHO. Orders cancelled before the Opening Process
will not participate in the Opening Process. Any order that does not include a TIF instruction of
RHO will not be eligible for participation in the Opening Process.

All orders without a TIF instruction of RHO and Intermarket Sweep Orders
(“ISOs”) designated RHO may execute against eligible Pre-Opening Session contra-side
interest resting in the EDGA Book in the time period between the start of 9:30 a.m. Eastern
Time and the Exchange’s Opening Process or a Contingent Open, as described in
paragraphs (b) and (d), below. Any unexecuted portion of an ISO that is designated RHO
will be converted into a non-ISO and be queued for participation in the Opening Process.

All orders that include a TIF instruction of RHO may participate in the
Opening Process except: Limit Orders with a Post Only instruction, the Discretionary
Range of Limit Orders, ISOs not modified by Rule 11.7(a)(1), and orders with a Minimum
Execution Quantity instruction. Limit Orders with a Reserve Quantity may participate to
the full extent of their displayed size and Reserve Quantity. Limit Orders with a
Discretionary Range may participate up to their ranked limit price for buy orders or down
to their ranked limit price for sell orders. All Limit Orders with a Pegged instruction, as
defined in Rule 11.6(i), will be eligible for execution in the Opening Process based on their
pegged prices.

The Exchange will open by attempting to execute all orders eligible for the
Opening Process.

Performing the Opening Process. The Exchange will attempt to perform the
Opening Process, in which the Exchange matches buy and sell orders that are executable at the
midpoint of the NBBO as described in paragraph (c) below. Notwithstanding Rule 11.9(a)(2)(B),
all orders eligible to trade at the midpoint will be processed in time sequence, beginning with the
order with the oldest time stamp. Matches will occur until there is no remaining volume or there
is an imbalance of orders (the “Opening Match”). All ERSTP modifiers, as defined in Rule
11.10(d), will be ignored as it relates to executions occurring during the Opening Match. An
imbalance of orders on the buy side or sell side may result in orders that are not executed in whole
or in part. Such orders may, in whole or in part, be placed on the EDGA Book, cancelled, executed,
or routed to other away Trading Centers in accordance with Rule 11.11. If no matches can be
made, the Opening Process will conclude with all orders that participated in the Opening Process
being placed in the EDGA Book, cancelled, executed, or routed to away Trading Centers in
accordance with Rule 11.11.

Determining the price of the Opening Process. The price of the Opening Process
will be at the midpoint of the NBBO.

114
When the listing exchange is either the NYSE or NYSE American the
Opening Process will be priced at the midpoint of the: (i) first NBBO subsequent to the
first reported trade and first two-sided quotation on the listing exchange after [Link] a.m.
Eastern Time; or (ii) then prevailing NBBO when the first two-sided quotation published
by the listing exchange after [Link] a.m. Eastern Time, but before [Link] a.m. Eastern
Time if no first trade is reported by the listing exchange within one second of publication
of the first two-sided quotation by the listing exchange.

For any other listing market, the Opening Process will be priced at the
midpoint of the first NBBO subsequent to the first two-sided quotation published by the
listing exchange after [Link] a.m. Eastern Time.

Contingent Open. If the conditions to establish the price of the Opening Process
set forth under proposed Rule 11.7(c) do not occur by [Link] a.m. Eastern Time, orders will be
handled in time sequence, beginning with the order with the oldest time stamp, and will be placed
on the EDGA Book, routed, cancelled, or executed in accordance with the terms of the order.

Re-openings After a Halt. While a security is subject to a halt, other than a halt
initiated pursuant to Rule 11.16(b)(2) following a Level 3 Market Decline, suspension, or pause in
trading, the Exchange will accept orders eligible pursuant to paragraph (a)(2) above for queuing
prior to the resumption of trading in the security for participation in the Re-Opening Process.

The Re-Opening Process will occur in the same manner described in

paragraphs (a)(2) and (b) above, with the following exceptions:

Non-RHO orders will be eligible for participation in the Re-Opening

Process, but IOC, FOK, EDGA Post Only Orders, and Minimum Execution
Quantity Orders will be cancelled or rejected, as applicable, and any ISO that is not
IOC or FOK will be converted into a non-ISO and be queued for participation in
the Re-Opening Process;

During Regular Trading Hours, the Re-opening Process will occur

at the midpoint of the: (i) first NBBO subsequent to the first reported trade and
first two-sided quotation on the listing exchange following the resumption of
trading after a halt, suspension, or pause; or (ii) NBBO when the first two-sided
quotation published by the listing exchange following the resumption of trading
after a halt, suspension, or pause if no first trade is reported by the listing exchange
within one second of publication of the first two-sided quotation by the listing
exchange; and

During the Early Trading Session, Pre-Opening Session, or Post-

Closing Session, the Re-Opening Process will occur at the midpoint of the NBBO
after one second has passed following: (i) for Tape A securities, the Exchange’s
receipt of the first NBBO following the resumption of trading after a halt,
suspension, or pause; or (ii) for Tape B and C securities, the publication of the first

115
two-sided quotation by the listing exchange following the resumption of trading
after a halt, suspension, or pause.

Where the conditions required to establish the price of the Re-Opening

Process in paragraph (e)(1)(B) or (C) above have not occurred, the security may be
opened for trading at the discretion of the Exchange. Where the security is opened by the
Exchange subject to this discretion, orders will be handled in the same manner described
in paragraph (d) above.

[Adopted March 12, 2010; amended November 13, 2014 (SR-EDGA-2014-20); amended January
12, 2015 (SR-EDGA-2015-03); amended May 13, 2016 (SR-BatsEDGA-2016-10); amended June
9, 2016 (SR-BatsEDGA-2016-13); amended October 25, 2017 (SR-BatsEDGA-2017-25);
amended March 17, 2020 (SR-CboeEDGA-2020-008); amended December 28, 2020 (SR-
CboeEDGA-2020-029); amended June 24, 2021 (SR-CboeEDGA-2021-011)]

Order Types

Users may enter into the System the types of orders listed in this Rule 11.8, subject to the
limitations set forth in this Rule or elsewhere in these Rules.

Market Order. An order to buy or sell a stated amount of a security that is to be

executed at the NBBO or better when the order reaches the Exchange.

Stop Price. An order may include a Stop Price which will convert the order
into a Market Order when the Stop Price is triggered. An order to buy converts to a Market
Order when the consolidated last sale in the security occurs at, or above, the specified Stop
Price. An order to sell converts into a Market Order when the consolidated last sale in the
security occurs at, or below, the specified Stop Price.

Time-In-Force. Unless otherwise instructed by the User, the System will

automatically default a Market Order to a TIF instruction of Day. A User may instead
select TIF instructions of IOC, RHO, or FOK for a Market Order. A Market Order that
includes a TIF instruction of FOK will be cancelled if not executed in full immediately
after entry into the System. If a Market Order includes a TIF instruction of IOC, any
portion of the Market Order not executed upon return to the System after being routed to
an away Trading Center will be cancelled. Unless eligible to be displayed on the EDGA
Book pursuant to paragraph (4) below, any portion of a Market Order with a TIF instruction
of RHO will be cancelled immediately following the Opening or Re-Opening Process in
which it is not executed.

Size. Market Orders may be an Odd Lot, Round Lot, or Mixed Lot. A
User may attach a Minimum Execution Quantity instruction to a Market Order with a TIF
instruction of IOC.

Display. Under Rule 11.16(e)(5), where a non-routable buy (sell) Market

Order is entered into the System and the NBO (NBB) is greater (less) than the Upper
(Lower) Price Band, such order will be posted by the System to the EDGA Book and priced
at the Upper (Lower) Price Band, unless (i) the order includes a TIF instruction of IOC or

116
FOK, in which case it will be cancelled if not executed, or (ii) the User entered a Cancel
Back instruction. A Market Order to buy (sell) that is posted by the System to the EDGA
Book and displayed at the Upper (Lower) Price Band will be re-priced and displayed at the
Upper (Lower) Price Band if Price Bands move such that the price of the resting Market
Order to buy (sell) would be above (below) the Upper (Lower) Price Band or if the Price
Bands move such that the order is no longer posted and displayed at the most aggressive
permissible price. The System shall re-price such displayed interest to the most aggressive
permissible price until the order is executed in its entirety or cancelled. A Market Order
that includes both a TIF instruction of Day or RHO and a Short Sale instruction that cannot
be executed because of the existence of a Short Sale Circuit Breaker will be posted and
displayed by the System to the EDGA Book and priced in accordance with the Short Sale
Re-Price instruction described in Rule 11.6(l)(2).

Session. A Market Order is only eligible for execution by the System

during the Regular Session.

Routing. A Market Order may include a Book Only instruction. A Market

Order that does not include a Book Only instruction, or a TIF instruction of IOC or FOK
and cannot be executed in accordance with Rule 11.10(a)(4) on the System when reaching
the Exchange will be eligible for routing to a Trading Center pursuant to Rule 11.11.

Execution. A Market Order shall not trade through a Protected Quotation.

A Market Order with a Book Only instruction will be cancelled if, when reaching the
Exchange, it cannot be executed on the System in accordance with Rule 11.10. Except
with respect to a Market Order with a Destination-on-Open instruction, any portion of a
Market Order that would execute at a price more than $0.50 or 5 percent worse than the
NBBO at the time the order initially reaches the Exchange, whichever is greater, will be
cancelled.

Limit Order. An order to buy or sell a stated amount of a security at a specified

price or better. A marketable Limit Order is a Limit Order to buy (sell) at or above (below) the
lowest (highest) Protected Offer (Protected Bid) for the security.

Stop Limit Price. An order may contain a Stop Limit Price which will
convert to a Limit Order once the Stop Limit Price is triggered. A Limit Order to buy with
a Stop Limit Price becomes eligible for execution by the System when the consolidated
last sale in the security occurs at, or above, the specified Stop Price. A Limit Order to sell
with a Stop Limit Price becomes eligible for execution by the System when the
consolidated last sale in the security occurs at, or below, the specified Stop Limit Price.

Time-in-Force. A Limit Order must have one of the following TIF

instructions: IOC, FOK, Day, RHO, GTX, GTD, PRE, PTX, or PTD. Unless otherwise
instructed by the User or as provided in paragraph (9) below, the System will automatically
default a Limit Order to a TIF instruction of Day. Limit Orders with a TIF instruction of
IOC that do not include a Book Only instruction and that cannot be executed in accordance
with Rule 11.10(a)(4) on the System when reaching the Exchange will be eligible for

117
routing away pursuant to Rule 11.11. A Limit Order with a TIF instruction of FOK is not
eligible for routing away pursuant to Rule 11.11.

Size. A Limit Order may be an Odd Lot, Round Lot or Mixed Lot. A User
may include a Minimum Execution Quantity instruction for a Limit Order with a Non-
Displayed instruction or TIF of IOC.

Display. A Limit Order will default to a Displayed instruction unless the

User includes a Non-Displayed instruction on the order, or a portion thereof. A Limit
Order with a Displayed instruction will default to a Non-Attributable instruction, unless
the User selects the Attributable instruction.

Reserve. A Limit Order with a Displayed instruction may include a

Reserve Quantity. A Limit Order with both a Displayed instruction and Reserve Quantity
must include a replenishment amount. Unless the User selects the Random Replenishment
instruction, the System will automatically default the order to the Fixed Replenishment
instruction with a replenishment value equal to the displayed quantity of the order.

Session. A Limit Order can be eligible for execution during the Early
Trading Session, Pre-Opening Session, Regular Session and the Post-Closing Session.

Routing/Posting. A Limit Order may include a Post Only or Book Only

instruction. A Limit Order with a Non-Displayed instruction may also include a NDS
instruction. Unless a Limit Order includes a Post Only, Book Only, or NDS instruction, a
marketable Limit Order will be eligible to be routed to a Trading Center pursuant to Rule
11.11. A routable Limit Order may include a Destination Specified, or Destination-On-
Open instruction. A Limit Order which is routable under Rule 11.11 may also include an
Aggressive or Super Aggressive instruction.

Discretionary Range. A Limit Order may include a Discretionary Range

instruction. A Limit Order with a Discretionary Range instruction may also include a Book
Only instruction. A Limit Order with a Discretionary Range instruction and a Post Only
instruction will be rejected.

The following functionality described in paragraphs (9) – (11) below is available

for Limit Orders that are posted to the EDGA Book.

Pegged. A User may indicate that the order include a Pegged instruction
(i.e., Market Peg or Primary Peg). A Limit Order that includes a Pegged instruction is not
eligible to be routed to another Trading Center in accordance with Rule 11.11.
Notwithstanding paragraph (2) above, a Limit Order that includes both a Displayed
instruction and Primary Peg instruction with a Primary Offset Amount (as defined in Rule
11.6(j)(2)) shall only include a TIF instruction of RHO, or if entered during Regular
Trading Hours, a TIF instruction of Day.

Re-Pricing Instructions to Comply with Rule 610 of Regulation NMS. A

Limit Order that, if displayed at its limit price at the time of entry into the System, would
become a Locking Quotation or Crossing Quotation will be automatically defaulted by the

118
System to the Display-Price Sliding instruction, unless the User affirmatively elects to have
the order immediately Cancel Back or affirmatively elects the Price Adjust instruction. A
Limit Order to buy (sell) with a limit price that would be a Crossing Quotation at the time
of entry into the System will not execute at a price that is higher (lower) than the Locking
Price.

Re-Pricing Instruction to Comply with Rule 201 of Regulation SHO. A

Limit Order that includes a Short Sale instruction that is not marked Short Exempt, and
that cannot be executed in the System or displayed by the System on the EDGA Book at
its limit price because a Short Sale Circuit Breaker is in effect, will be subject to the Re-
Pricing Instruction to comply with Rule 201 of Regulation SHO, unless the User
affirmatively elects to have the order immediately Cancel Back.

Re-Pricing of Non-Displayed Limit Orders. A Limit Order with a Non-

Displayed instruction that would cross a Protected Quotation of an external market will be
re-priced in accordance with the Re-Pricing of orders with a Non-Displayed instruction
process under Rule 11.6(l)(3). Under Rule 11.6(l)(3), a User may affirmatively elect that a
buy (sell) order with a Non-Displayed instruction Cancel Back when the order’s limit price
would cross a Protected Quotation of an external market.

Intermarket Sweep Order (“ISO”). The System will accept ISOs (as such term is
defined in Regulation NMS). To be eligible for treatment as an ISO, the order must be: (i) a Limit
Order; (ii) marked “ISO”; and (iii) the User entering the order must simultaneously route one or
more additional Limit Orders marked “ISO,” if necessary, to away Trading Centers to execute
against the full displayed size of any Protected Quotation for the security with a price that is
superior to the limit price of the ISO entered in the System. Such orders, if they meet the
requirements of the foregoing sentence, may be executed at one or multiple price levels in the
System without regard to Protected Quotations at away Trading Centers consistent with Regulation
NMS (i.e., may trade through such quotations).

The Exchange relies on the marking of an order as an ISO when handling such order, and
thus, it is the entering Member’s responsibility, not the Exchange’s responsibility, to comply with
the requirements of Regulation NMS relating to ISOs. ISOs are not eligible for routing pursuant
to Rule 11.11.

Time-in-Force. Incoming ISOs will have a TIF instruction of Day unless

the User selects a TIF instruction of GTD, RHO, GTX, IOC, PRE, PTX, or PTD. Incoming
ISOs cannot include a TIF instruction of FOK. An incoming ISO with a Post Only and
TIF instruction of GTD, GTX, Day, PRE, PTX, or PTD will be cancelled without execution
if, when entered, it is immediately marketable against an order with a Displayed instruction
resting in the EDGA Book unless such order removes liquidity pursuant to Rule 11.6(n)(4).

A User entering an incoming ISO with TIF instruction of Day represents that such
User has simultaneously routed one or more additional Limit Orders marked “ISO,” if
necessary, to away Trading Center to execute against the full displayed size of any
Protected Quotation for the security with a price that is superior or equal to the limit price
of the ISO entered in the System.

119
Size. Incoming ISOs may be an Odd Lot, Round Lot, or Mixed Lot. A
User may include a Minimum Execution Quantity instruction for an incoming ISO with an
IOC instruction.

Display. Any unfilled portion of an incoming ISO with a GTD, GTX, or

Day instruction will be posted by the System to the EDGA Book at the entered limit price.

Session. Incoming ISOs may be submitted during the Early Trading

Session, Pre-Opening Session, Regular Session and the Post-Closing Session.

Re-Pricing Instructions. An incoming ISO that includes a Post Only and

TIF instruction of GTD, GTX or Day may be displayed at prices equal to or more
aggressive than the Locking Price. However, the System will immediately Cancel Back
an ISO that includes a Post Only and TIF instruction of GTD, GTX or Day if the System
is displaying orders on the EDGA Book at the Locking Price at the time of the ISO’s entry
in the System unless such order removes liquidity pursuant to Rule 11.6(n)(4).

Re-Pricing Instructions to Comply with Rule 201 of Regulation SHO. The

System will immediately Cancel Back an incoming ISO combined with a TIF instruction
of GTD, GTX or Day and a Short Sale instruction that does not include a Short Exempt
instruction and that cannot be executed or displayed at its limit price at the time of entry
into the System because of the existence of a Short Sale Circuit Breaker.

Routing/Directed ISO – Outbound ISOs. An ISO entered by a User that

bypasses the System and is immediately routed by the Exchange to an away Trading Center
specified by the User for execution. It is the entering Member’s responsibility, not the
Exchange’s responsibility, to comply with the requirements of Regulation NMS relating to
ISOs. Paragraphs (1) – (6) above do not apply to Outbound ISOs under this paragraph.

MidPoint Peg Order. A non-displayed Market Order or Limit Order with an

instruction to execute at the midpoint of the NBBO, or, alternatively, pegged to the less aggressive
of the midpoint of the NBBO or one minimum price variation inside the same side of the NBBO
as the order. A MidPoint Peg Order with a limit price that is more aggressive than the midpoint
of the NBBO will execute at the midpoint of the NBBO or better subject to its limit price. A
MidPoint Peg Order may execute at its limit price or better when its limit price is less aggressive
than the midpoint of the NBBO. A MidPoint Peg Order will be ranked at the midpoint of the
NBBO where its limit price is equal to or more aggressive than the midpoint of the NBBO. A
MidPoint Peg Order will not be eligible for execution when an NBBO is not available. In such
case, a MidPoint Peg Order would rest on the EDGA Book and would not be eligible for execution
in the System until an NBBO is available. The MidPoint Peg Order will receive a new time stamp
when an NBBO becomes available and a new midpoint of the NBBO is established. In such case,
pursuant to Rule 11.9, all MidPoint Peg Orders that are ranked at the midpoint of the NBBO will
retain their priority as compared to each other based upon the time such orders were initially
received by the System. A MidPoint Peg Order will be ranked at its limit price where its limit
price is less aggressive than the midpoint of the NBBO. Notwithstanding that a MidPoint Peg
Order may be a Market Order or a Limit Order, its operation and available modifiers are limited
to this Rule 11.8(d).

120
Time-in-Force. A MidPoint Peg Limit Order may contain the following
TIF instructions: Day, FOK, IOC, RHO, GTX, GTD, PRE, PTX, or PTD. Any unexecuted
portion of a MidPoint Peg Limit Order with a TIF instruction of Day, GTX, GTD, PRE,
PTX, or PTD that is resting on the EDGA Book will receive a new time stamp each time
it is re-priced in response to changes in the midpoint of the NBBO.

Size. MidPoint Peg Orders may be entered as an Odd Lot, Round Lot or
Mixed Lot. A User may include a Minimum Execution Quantity instruction.

Display. MidPoint Peg Orders are defaulted by the System to a Non-

Displayed instruction. MidPoint Peg Orders are not eligible to include a Displayed
instruction.

Session. MidPoint Peg Orders may be executed during the Early Trading
Session, Pre-Opening Session, Regular Trading Hours, Regular Session, and the Post-
Closing Session. However, a Minimum Execution Quantity instruction on a MidPoint Peg
Order will not be applied during the Opening Process.

Routing/Posting. A MidPoint Peg Order may include a Book Only or Post

Only instruction. MidPoint Peg Orders are not eligible for routing pursuant to Rule 11.11
unless routed utilizing the RMPT, RMPL, or Destination Specific routing strategy as
defined in Rule 11.11(g)(13). A MidPoint Peg Order may include a NDS instruction,
however, when such instruction is included, a MidPoint Peg Order is not eligible for
routing pursuant to Rule 11.11.

Locked or Crossed Market. Unless otherwise instructed by the User, a

MidPoint Peg Order is not eligible for execution when a Locking Quotation exists. All
Midpoint Peg Orders are not eligible for execution when a Crossing Quotation exists. In
such cases, a MidPoint Peg Order would rest on the EDGA Book and would not be eligible
for execution in the System until a Locking Quotation or Crossing Quotation no longer
exists.

Limit-Up/Limit Down. MidPoint Peg Orders will not trade with any other
orders at a price above the Upper Price Band or below the Lower Price Band.

(e) MidPoint Discretionary Order (“MDO”). A limit order to buy that is pegged to the
NBB, with or without an offset, with discretion to execute at prices up to and including the
midpoint of the NBBO, or a limit order to sell that is pegged to the NBO, with or without an offset,
with discretion to execute at prices down to and including the midpoint of the NBBO. An MDO’s
pegged price and Discretionary Range are bound by its limit price. An MDO to buy or sell with a
limit price that is less (higher) than its pegged price, including any offset, is posted to the EDGA
Book at its limit price. The pegged prices of an MDO are derived from the NBB or NBO, and
cannot independently establish or maintain the NBB or NBO. An MDO in a stock priced at $1.00
or more can only be executed in sub-penny increments when it executes at the midpoint of the
NBBO or against a contra-side order pursuant to Rule 11.10(a)(4)(D). Notwithstanding that an
MDO Order may be a Limit Order, its operation and available modifiers are limited to this Rule
11.8(e).

121
(1) Time-in-Force. An MDO with a limit price may only contain the following
time-in-force terms: Day, RHO, GTX, GTD, PRE, PTX, or PTD.

(2) Size. MDOs may be entered as an Odd-Lot, Round Lot or Mixed Lot only.

(3) Session. MDOs may be executed during the Early Trading Session, Pre-
Opening Session, Regular Session, and Post-Closing Session.

(4) Display. An MDO will default to a Displayed instruction unless the User
includes a Non-Displayed instruction or QDP instruction on the order and will be
Displayed or Non-Displayed on the EDGA Book at its pegged or limit price in accordance
with paragraph (e) above. An MDO with a Displayed instruction will default to a Non-
Attributable instruction, unless the User selects the Attributable instruction.

(5) Routing. MDOs are not eligible for routing pursuant to Rule 11.11.

(6) Limit-Up/Limit Down. Pursuant to Rule 11.10(a)(3), an MDO to buy will

be re-priced to the Upper Price Band where the price of the Upper Price Band moves below
the order’s pegged price. An MDO to sell will be re-priced to the Lower Price Band where
the price of the Lower Price Band moves above the order’s pegged price. MDOs will only
execute at their pegged prices and not within their Discretionary Ranges when: (i) the price
of the Upper Price Band equals or moves below the order’s pegged price; or (ii) the price
of the Lower Price Band equals or moves above the order’s pegged price. When the
conditions in (i) or (ii) of the preceding sentence no longer exist, MDOs will resume trading
against other orders in their Discretionary Range and being pegged to the NBBO.

(7) Any unexecuted portion of an MDO that is resting on the EDGA Book will
receive a new time stamp each time its pegged price is automatically adjusted in response
to changes in the NBBO.

(8) Locked or Crossed Market. When an MDO posted on the EDGA Book is
crossed by another market, an MDO will be automatically adjusted to the current NBO (for
bids) or the current NBB (for offers). If an MDO displayed on the Exchange would
otherwise be a Locking Quotation or Crossing Quotation, the price of the order will be
automatically adjusted by the System to one Minimum Price Variation below the current
NBO (for bids) or to one Minimum Price Variation above the current NBB (for offers) with
no discretion to execute to the midpoint of the NBBO.

Offset. A User may select an offset equal to or greater than one Minimum
Price Variation above or below the NBB or NBO that the order is pegged to (“Offset
Amount”). The Offset Amount for an MDO that is to be displayed on the EDGA Book
must result in the price of such order being inferior to or equal to the inside quote on the
same side of the market.

Quote Depletion Protection (“QDP”). QDP is an optional instruction that

a User may include on an MDO to limit the order’s ability to exercise discretion in certain
circumstances. A “QDP Active Period” will be enabled or refreshed for buy (sell) MDOs
if the best bid (offer) displayed on the EDGA Book is executed below one round lot.

122
During the QDP Active Period, an MDO entered with a QDP instruction will not exercise
discretion, and is executable only at its ranked price. When a QDP Active Period is
initially enabled, or refreshed by a subsequent execution or cancellation of the best bid
(offer) then displayed on the EDGA Book, it will remain enabled for two milliseconds.
Unless the User chooses otherwise, an MDO to buy (sell) entered with a QDP instruction
will default to a Non-Displayed instruction and will include an Offset Amount equal to
one Minimum Price Variation below (above) the NBB (NBO).

Market Maker Peg Order. A Limit Order that, upon entry or at the beginning of
Regular Trading Hours, as applicable, is automatically priced by the System at the Designated
Percentage (as defined in paragraph (12) below) away from the then current NBB (in the case of
an order to buy) or NBO (in the case of an order to sell), or if there is no NBB or NBO at such
time, at the Designated Percentage away from the last reported sale from the responsible single
plan processor. Notwithstanding that a Market Maker Peg Order is also considered a Limit Order,
its operation and available modifiers are limited to this Rule 11.8(f).

Price Adjustments. Upon reaching the Defined Limit (as defined in

paragraph (13) below), the price of an Market Maker Peg Order bid or offer will be
automatically adjusted by the System to the Designated Percentage away from the then
current NBB or NBO, respectively, or if there is no NBB or NBO at such time, to the
Designated Percentage away from the last reported sale from the responsible single plan
processor. If a Market Maker Peg Order bid or offer moves a specified number of
percentage points away from the Designated Percentage toward the then current NBB or
NBO, the price of such bid or offer will be automatically adjusted by the System to the
Designated Percentage away from the then current NBB and NBO. If there is no NBB or
NBO at such time, the order will be automatically adjusted by the System to the Designated
Percentage away from the last reported sale from the responsible single plan processor. In
the event that pricing a Market Maker Peg Order at the Designated Percentage away from
the then current NBB or NBO, or, if there is no NBB or NBO, to the Designated Percentage
away from the last reported sale from the responsible single plan processor, would result
in the order exceeding its limit price, the order will be cancelled or rejected.

No NBB, NBO, and Last Reported Sale. In the absence of an NBB or NBO
and last reported sale, the order will be cancelled or rejected.

Market Maker Peg Order Becomes NBBO. If, after entry, the Market
Maker Peg Order is priced based on the consolidated last sale and such Market Maker Peg
Order is established as the NBB or NBO, the Market Maker Peg Order will not be
subsequently adjusted in accordance with this rule until either there is a new consolidated
last sale, or a new NBB or new NBO is established by a national securities exchange.

Time-in-Force. Market Maker Peg Orders may only include a TIF

instruction of Day, RHO, or GTD.

Size. Market Maker Peg Orders may only be entered as an Odd Lot, Round
Lot or Mixed Lot.

123
Display. Market Maker Peg Orders are defaulted by the System to a
Displayed instruction. Market Maker Peg Orders are not eligible to include a Non-
Displayed instruction.

Session. Users may submit Market Maker Peg Orders to the Exchange
starting at the beginning of the Early Trading Session, but such orders are not executable
or automatically priced until after the first regular way transaction on the listing exchange
in the security, as reported by the responsible single plan processor. The order expires at
the end of Regular Trading Hours.

Routing/Posting. Market Maker Peg Orders are not eligible for routing
pursuant to Rule 11.11.

Locked or Crossed Market. When a Crossing Quotation exists, a Market

Maker Peg Order will be automatically priced by the System at the Designated Percentage
away from the last reported sale.

Notwithstanding the availability of the Market Maker Peg Order

functionality, a User acting as a Market Maker remains responsible for entering,
monitoring, and re-submitting, as applicable, quotations that meet the requirements of Rule
11.20(d).

A Market Maker Peg Order will receive a new time stamp each time it is
re-priced in response to changes in the NBB, NBO, or last reported sale.

For purposes of Market Maker Peg Order pricing, the Designated

Percentage shall be the same as set forth in Rules 11.20(d)(2)(D) and 11.20(d)(2)(E),
except that the Designated Percentage for securities priced below $1 as set forth in Rule
11.20(d)(2)(E) shall be 28%.

For purposes of Market Maker Peg Order pricing, the Defined Limit shall
be the same as set forth in Rules 11.20(d)(2)(F) and 11.20(d)(2)(G), except that the Defined
Limit for securities priced below $1 as set forth in Rule 11.20(d)(2)(G) shall be 29.5%.

Supplemental Peg Order. A non-displayed Limit Order that is eligible for execution
at the NBB for a buy order and NBO for a sell order against an order that is in the process of being
routed to an away Trading Center if such order that is in the process of being routed away is equal
to or less than the aggregate size of the Supplemental Peg Order interest available at that price.
Supplemental Peg Orders are passive, resting orders on the EDGA Book and do not take liquidity.
A Supplemental Peg Order does not execute at a price that is inferior to a Protected Quotation. A
Supplemental Peg Order to buy (sell) will not be eligible for execution when an NBB (NBO) is
not available. In such case, a Supplemental Peg Order to buy (sell) would rest on the EDGA Book
and would not be eligible for execution in the System until an NBB (NBO) exists. Notwithstanding
that a Supplemental Peg Order is also a Limit Order, its operation and available modifiers are
limited to this Rule 11.8(g).

124
Time-in-Force. A Supplemental Peg Order may only include a TIF
instruction of GTD, GTX, RHO, Day, PRE, PTX, or PTD. Supplemental Peg Orders are
not eligible to include a TIF instruction of IOC or FOK.

Size. Supplemental Peg Orders may only be entered as Odd Lots, Round
Lots or Mixed Lots. A User may specify a Minimum Execution Quantity for a
Supplemental Peg Order.

Display. Supplemental Peg Orders are defaulted by the System to a Non-

Displayed instruction. Supplemental Peg Orders are not eligible to include a Displayed
instruction.

Session. Supplemental Peg Orders are eligible for execution during the
Early Trading Session, Pre-Opening Session, Regular Session, and Post-Closing Session.
Supplemental Peg Orders are not eligible for execution in the Opening Process.

Routing/Posting. Supplemental Peg Orders are not eligible for routing

pursuant to Rule 11.11.

Locked or Crossed Market. A Supplemental Peg Order is not eligible for

execution when a Locking Quotation or Crossing Quotation exists. In such case, a
Supplemental Peg Order would rest on the EDGA Book and would not be eligible for
execution in the System until a Locking Quotation or Crossing Quotation no longer exists.

[Adopted March 12, 2010; amended January 12, 2015 (SR-EDGA-2015-03); amended April 27,
2015 (SR-EDGA-2015-15); amended August 7, 2015 (SR-EDGA-2015-30); amended August 11,
2015 (SR-EDGA-2015-33); amended April 6, 2016 (SR-EDGA-2016-02); amended January 15,
2017 (SR-BatsEDGA-2016-34); amended September 11, 2017 (SR-BatsEDGA-2017-21);
amended November 4, 2017 (SR-BatsEDGA-2017-26); amended November 2, 2017 (SR-
BatsEDGA-2017-29); amended November 29, 2017 (SR-CboeEDGA-2017-002); amended June
28, 2018 (SR-CboeEDGA-2018-011); amended June 4, 2020 (SR-CboeEDGA-2020-005)]

Priority of Orders

Ranking. Orders of Users shall be ranked and maintained in the EDGA Book based
on the following priority:

(Price. The highest-priced order to buy (lowest-priced order to sell) shall

have priority over all other orders to buy (sell) in all cases.

Time. Subject to the execution process described in Rule 11.10(a), the

following priority rules shall apply:

Where orders to buy (sell) are entered into the System at the same
price, the order clearly established as the first entered into the System at such
particular price shall have precedence at that price, up to the number of shares of
stock specified in the order. Except as provided in paragraph (B) below, the System

125
shall rank equally priced trading interest within the System in time priority in the
following order:

(i) The portion of a Limit Order with a Displayed instruction;

(ii) Limit Orders with a Non-Displayed instruction;

(iii) Orders with a Pegged instruction and Non-Displayed

instruction;

(iv) MidPoint Peg Orders;

(v) Reserve Quantity of Limit Orders;

(vi) MidPoint Discretionary Orders executed within their

Discretionary Range and Limit Orders executed within their Discretionary
Range; and

(vii) Supplemental Peg Orders.

Where buy (sell) orders are utilizing instructions that cause them to
be re-ranked by the System upon clearance of a Locking Quotation, the System
shall re-rank and display such orders at the Locking Price in time priority in the
following order:

(i) ISO with a TIF instruction of Day that establishes a new

NBBO at the Locked Price;

(ii) Limit Orders to which the Display-Price Sliding instruction

has been applied;

(iii) Limit Orders to which the Price Adjust instruction has been
applied; and

(iv) Orders with a Pegged instruction.

For purposes of paragraph (A) above:

(i) ISOs, as defined in Rule 11.8(c), the pegged price of a

MidPoint Discretionary Order, as defined in Rule 11.8(e), and Market
Maker Peg Orders, as defined in Rule 11.8(f), are to be treated as Limit
Orders, as defined in Rule 11.8(b); and

(ii) orders re-ranked subject to the Re-Pricing instruction to

comply with Rule 201 of Regulation SHO under Rule 11.6(l)(2), including
Market Orders that are displayed on the EDGA Book pursuant to Rule
11.8(a)(4), maintain the same priority as Limit Orders at that price.

126
ERSTP Modifiers. Pursuant to Rule 11.10(d), users may direct that orders
entered into the System not execute against orders entered under the same Unique
Identifier. In such a case, the System will not permit such orders to execute against one
another, regardless of priority ranking.

Cancel/Replace. In the event an order has been cancelled or replaced in

accordance with Rule 11.10(e) below, such order only retains time priority if such
modification involves a decrease in the size of the order, a change to Max Floor of an order
with a Reserve Quantity, a change to the stop price of an order, the sell long indicator, or
Short Sale instruction. Any other modification to an order, including an increase in the
size of the order and/or price change, will result in such order losing time priority as
compared to other orders in the EDGA Book and the time stamp for such order being
revised to reflect the time of the modification.

Except as provided in subparagraph (a)(7) hereof, in the event that an order

is executed against an incoming order in accordance with Rule 11.10 for less than its full
size , the unexecuted size of the order shall retain its original time priority, and be ranked
in accordance with paragraphs (1) and (2) above.

Replenishment from Reserve Quantity. The displayed quantity of a Limit

Order shall have time priority as of the time of display. If the displayed quantity of the
Limit Order is decremented such that less than a Round Lot would be displayed, the portion
of the Limit Order with a Displayed instruction shall be replenished from the Reserve
Quantity, if any, in accordance with Rule 11.6(m)(1)(A) or (B). A new time stamp is
created for the displayed portion and Reserve Quantity of the order each time it is
replenished from the Reserve Quantity.

Supplemental Peg Order. If a Supplemental Peg Order is executed in part,

the remaining portion of the order shall continue to be eligible for execution and shall be
assigned a new time stamp, until either the remaining size is exhausted or the Supplemental
Peg Order is cancelled by the Member.

Dissemination. The best-ranked order(s) to buy and the best-ranked order(s) to sell
that are displayable in the EDGA Book and the aggregate displayed size of such orders associated
with such prices shall be collected and made available to quotation vendors for dissemination
pursuant to the requirements of Rule 602 of Regulation NMS.

[Adopted March 12, 2010; amended March 18, 2011 (SR-EDGA-2011-07); amended June 8, 2012
(SR-EDGA-2012-22); amended August 24, 2012 (SR-EDGA-2012-28); amended April 8, 2013
(SR-EDGA-2013-08); amended November 13, 2014 (SR-EDGA-2014-20); amended January 12,
2015 (SR-EDGA-2015-03); amended April 27, 2015 (SR-EDGA-2015-15); amended August 11,
2015 (SR-EDGA-2015-33); amended September 11, 2017 (SR-BatsEDGA-2017-21)]

Order Execution

Execution. Subject to the restrictions under these Exchange Rules or the Act and
the rules and regulations thereunder, orders shall be matched for execution in accordance with this
Rule 11.10. For purposes of this Rule 11.10, any order falling within the parameters of this

127
paragraph shall be referred to as “executable.” An order will be cancelled back to the User, if based
on market conditions, User instructions, applicable Exchange Rules and /or the Act and the rules
and regulations thereunder, such order is not executable, cannot be routed to another Trading
Center pursuant to Rule 11.11 or cannot be posted to the EDGA Book.

Compliance with Regulation SHO. For any execution of an order that

includes a Short Sale instruction to occur on the Exchange when a short sale price test
restriction under Rule 201 of Regulation SHO is in effect for the covered security, the price
must be above the current NBB, unless the sell order was initially displayed by the System
at a price above the then current NBB or is marked “short exempt” pursuant to Regulation
SHO.

Compliance with Regulation NMS. For any execution to occur during

Regular Trading Hours, the price must be equal to or better than the Protected NBBO,
unless the order is marked ISO or unless the execution falls within another exception set
forth in Rule 611(b) of Regulation NMS. For any execution to occur during the Early
Trading Session, Pre-Opening Session or the Post-Closing Session, the price must be equal
to or better than the highest bid or lowest offer in the EDGA Book or disseminated by the
responsible single plan processor, unless the order is marked ISO or a Protected Bid is
crossing a Protected Offer. Notwithstanding the foregoing, in the event that a Protected
Bid is crossing a Protected Offer, whether during or outside of Regular Trading Hours,
unless an order is marked ISO, the Exchange will not execute any portion of a bid at a price
more than the greater of 5 cents or 0.5 percent higher than the lowest Protected Offer or
any portion of an offer that would execute at a price more than the greater of 5 cents or 0.5
percent lower than the highest Protected Bid. Upon instruction from a User, the Exchange
will cancel any incoming order from such User in the event a Protected Bid is crossing a
Protected Offer.

Compliance with the requirements of the Plan. Except as provided in

Section VI of the Plan, for any executions to occur during Regular Trading Hours, such
executions must occur at a price that is greater than or equal to the Lower Price Band and
less than or equal to the Upper Price Band, when such Price Bands are disseminated. The
Exchange’s procedures for handling executing, re-pricing and displaying orders in
connection with the Plan are further described in Rule 11.16(e).

Execution against EDGA Book. An incoming order shall first attempt to

be matched for execution against orders in the EDGA Book as described below, unless the
User instructs the System to bypass the EDGA Book and route the order to an away Trading
Center, in accordance with Exchange Rules.

Buy Orders. An incoming order to buy will be automatically

executed to the extent that it is priced at an amount that equals or exceeds any order
to sell in the EDGA Book and is executable, as defined above. Such order to buy
shall be executed at the price(s) of the lowest order(s) to sell having priority in the
EDGA Book.

128
Sell Orders. An incoming order to sell will be automatically
executed to the extent that it is priced at an amount that equals or is less than any
other order to buy in the EDGA Book and is executable, as defined above. Such
order to sell shall be executed at the price(s) of the highest order(s) to buy having
priority in the EDGA Book.

Consistent with Rules 11.6 and 11.8, based on User instructions,

certain orders are permitted to post and rest on the EDGA Book at prices that lock
contra-side liquidity, provided, however, that the System will never display a
locked market. Subject to sub-paragraph (d) below, if an incoming order, pursuant
to paragraph (A) or (B) above, is on the same side of the market as an order
displayed on the EDGA Book and upon entry would execute against contra-side
interest at the same price as such displayed order, such incoming order will be
cancelled or posted to the EDGA Book and ranked in accordance with Rule 11.9.

For bids or offers equal to or greater than $1.00 per share, in the
event that an incoming order described in sub-paragraphs (A) and (B) above is a
Market Order or is a Limit Order priced more aggressively than an order displayed
on the EDGA Book, the Exchange will execute the incoming order at, in the case
of an incoming sell order, one-half minimum price variation less than the price of
the displayed order, and, in the case of an incoming buy order, at one-half minimum
price variation more than the price of the displayed order. For bids or offers under
$1.00 per share, this sub-paragraph is inapplicable.

Short Sales. All orders to sell short shall include a Short Sale instruction,
and if applicable, a Short Exempt instruction when entered into the System. If an order
includes a Short Exempt instruction, the Exchange shall execute, display and/or route an
order without regard to any short sale price test restriction in effect under Regulation SHO.
The Exchange relies on the inclusion of a Short Exempt instruction when handling such
order, and thus, it is the entering Member’s responsibility, not the Exchange’s
responsibility, to comply with the requirements of Regulation SHO relating to including a
Short Exempt instruction on an order.

Display of Automated Quotations. The System will be operated as an “automated

market center” within the meaning of Regulation NMS, and in furtherance thereof, will display
“automated quotations” within the meaning of Regulation NMS at all times except in the event
that a systems malfunction renders the System incapable of displaying automated quotations, in
which case the System will be disabled and will be unable to accept any orders. The Exchange
shall promptly communicate to Users the unavailability of the System.

Self-Help. The Exchange intends to take advantage of the self-help provisions of

Regulation NMS. Pursuant to the self-help provisions, the System may execute a transaction that
would constitute a trade-through of a Protected Quotation displayed on another trading center if
such trading center is experiencing a failure, material delay, or malfunction of its systems or
equipment. If another trading center publishing a Protected Quotation repeatedly fails to respond
within one second to orders sent by the System to access the trading center’s Protected Quotation,

129
the System may disregard those Protected Quotations when routing, displaying, canceling or
executing orders on the Exchange. When invoking self-help, the Exchange will:

Notify the non-responding trading center immediately after (or at the same
time as) electing self-help; and

Assess whether the cause of the problem lies with the System and, if so,
taking immediate steps to resolve the problem instead of invoking self-help.

EdgeRisk Self Trade Protection (“ERSTP”) Modifiers. Any incoming order

designated with an ERSTP modifier will be prevented from executing against a resting opposite
side order also designated with an ERSTP modifier and originating from the same market
participant identifier (“MPID”), Exchange Member identifier or ERSTP Group identifier (any such
identifier, a “Unique Identifier”). The ERSTP modifier on the incoming order controls the
interaction between two orders marked with ERSTP modifiers.

ERSTP Cancel Newest (“CN”). An incoming order marked with the “CN”
modifier will not execute against opposite side resting interest marked with any ERSTP
modifier originating from the same Unique Identifier. The incoming order marked with the
CN modifier will be cancelled back to the originating User(s). The resting order marked
with an ERSTP modifier will remain on the book.

ERSTP Cancel Oldest (“CO”). An incoming order marked with the “CO”
modifier will not execute against opposite side resting interest marked with any ERSTP
modifier originating from the same Unique Identifier. The resting order marked with the
ERSTP modifier will be cancelled back to the originating User(s). The incoming order
marked with the CO modifier will remain on the book.

ERSTP Decrement and Cancel (“DC”). An incoming order marked with

the “DC” modifier will not execute against opposite side resting interest marked with any
ERSTP modifier originating from the same Unique Identifier. If both orders are equivalent
in size, both orders will be cancelled back to the originating User(s). If the orders are not
equivalent in size, the smaller order will be cancelled back to the originating User(s) and
the larger order will be decremented by the size of the smaller order, with the balance
remaining on the book.

ERSTP Cancel Both (“CB”). An incoming order marked with the “CB”
modifier will not execute against opposite side resting interest marked with any ERSTP
modifier originating from the same Unique Identifier. The entire size of both orders will
be cancelled back to the originating User(s).

ERSTP Cancel Smallest (“CS”). An incoming order marked with the CS

modifier will not execute against opposite side resting interest marked with any ERSTP
modifier originating from the same Unique Identifier. If both orders are equivalent in size,
both orders will be cancelled back to the originating User(s). If the orders are not equivalent
in size, the smaller of the two orders will be cancelled back to the originating User and the
larger order will remain on the book.

130
Cancel/Replace Messages. A User may cancel or replace an existing order entered
by the User, subject to the following limitations.

Orders may only be cancelled or replaced if the order has a TIF instruction
other than IOC and FOK and if the order has not yet been executed in its entirety.

If an order has been routed to another Trading Center, the order will be
placed in a “Pending” state until the order is returned from the destination(s) to which it
was routed. Executions that are completed when the order is in the “Pending” state will be
processed in accordance with Rule 11.10(a)(4).

Other than changing a Limit Order to a Market Order, only the price, Stop
Price, the sell long indicator, Short Sale instruction, Max Floor of an order with a Reserve
Quantity, and size of the order may be changed by a Replace Message. If a User desires
to change any other terms of an existing order the existing order must be cancelled and a
new order must be entered.

Notwithstanding anything to the contrary in these Exchange Rules, no

cancellation or replacement of an order will be effective until such message has been
received and processed by the System.

Locking Quotation or Crossing Quotations in NMS Stocks.

Prohibition. Except for quotations that fall within the provisions of

paragraph (f)(3) of this Rule, the System shall not make available for dissemination, and
Users shall reasonably avoid displaying, and shall not engage in a pattern or practice of
displaying, any quotations that lock or cross a Protected Quotation, and any manual
quotations that lock or cross a quotation previously disseminated pursuant to an effective
national market system plan during Regular Trading Hours.

Manual quotations. If a User displays a manual quotation that locks or

crosses a quotation previously disseminated pursuant to an effective national market
system plan, such User shall promptly either withdraw the manual quotation or route an
ISO to execute against the full displayed size of the locked or crossed quotation.

Exceptions.

(i) The Locking Quotation or Crossing Quotation was displayed

at a time when the trading center displaying the Locked or Crossed
Quotation was experiencing a failure, material delay, or malfunction of its
systems or equipment.

(ii) The Locking Quotation or Crossing Quotation was displayed

at a time when a protected bid was higher than a protected offer in the NMS
stock.

(iii) The Locking Quotation or Crossing Quotation was an

automated quotation, and the User displaying such automated quotation

131
simultaneously routed an ISO to execute against the full displayed size of
any Protected Quotation that is a Locking Quotation or Crossing Quotation.

(iv) The Locking Quotation or Crossing Quotation was a manual

quotation that locked or crossed another manual quotation, and the User
displaying the locking or crossing manual quotation simultaneously routed
an ISO to execute against the full displayed size of the locked or crossed
manual quotation.

Interpretations and Policies:

.01 The Exchange offers certain risk settings applicable to a User’s activities on the Exchange.
The risk settings currently offered by the Exchange include:

(a) controls related to the size of an order (including restrictions on the maximum
notional value per order and maximum shares per order);

(b) controls related to the price of an order (including percentage-based and dollar-
based controls);

(c) controls related to the order types or modifiers that can be utilized (including pre-
market, post-market, short sales, ISOs and Directed ISOs);

(d) controls to restrict the types of securities transacted (including restricted

securities, easy to borrow securities, and hard to borrow securities, as well as restricting activity
to test symbols only);

(e) controls to prohibit duplicative orders;

(f) controls to restrict the overall rate of orders; and

(g) controls related to the size of an order as compared to the average daily volume of
the security (including the ability to specify the minimum average daily volume of the securities
for which such controls will be activated); and

(h) credit controls measuring both gross and net exposure that warn when approached
and, when breached, prevent submission of either all new orders or Market Orders only.

.02 (a) The Exchange also offers risk functionality that permits Users to block new orders
submitted, to cancel all open orders, or to both block new orders and cancel all open orders.
Furthermore, the Exchange offers risk functionality that automatically cancels a User’s orders to
the extent the User loses its connection to the Exchange.

(b) A “Purge Port” is a dedicated port that permits a User to simultaneously cancel all
or a subset of its orders in one or more symbols across multiple logical ports by requesting the
Exchange to effect such cancellation. A User initiating such a request may also request that the
Exchange block all or a subset of its new inbound orders in one or more symbols across multiple

132
logical ports. The block will remain in effect until the User requests the Exchange remove the
block.

.03 (a) The Exchange offers certain risk settings applicable to a Member’s activities on the
Exchange that are available to either the Member or to its Clearing Member, as defined in Rule 11.13,
as set forth below:

The “Gross Credit Risk Limit” which refers to a pre-established maximum

daily dollar amount for purchases and sales across all symbols, where both purchases and
sales are counted as positive values. For purposes of calculating the Gross Credit Risk Limit,
only executed orders are included; and

The “Net Credit Risk Limit” which refers to a pre-established maximum

daily dollar amount for purchases and sales across all symbols, where purchases are counted
as positive values and sales are counted as negative values. For purposes of calculating the
Net Credit Risk Limit, only executed orders are included.

Establishing and Adjusting Limits. Either a Member or its Clearing Member, if

allocated such responsibility pursuant to paragraph (c) of this Interpretation and Policy .03, may set
limits for the risk settings provided in paragraph (a) of this Interpretation and Policy .03.

Limits may only be set at the MPID level or to a subset of orders identified
within that MPID (the “risk group identifier” level). Risk group identifier setting
functionality is available only on Purge Ports, as defined in paragraph (b) of Interpretation
and Policy .02. For every Purge Port a Member obtains, the Member or its Clearing
Member will receive the ability to set risk profiles for up to 10 risk group identifiers.
Members can use MPID and risk group identifier risk settings in conjunction.

Limits may be established or adjusted before the beginning of a trading day

or during the trading day.

A Member that does not self-clear may allocate the responsibility for establishing and
adjusting the risk settings identified in paragraph (a) of this Interpretation and Policy .03 to a Clearing
Member that clears transactions on behalf of the Member, if designated in a manner prescribed by the
Exchange. A Member that chooses to allocate responsibility to its Clearing Member may view any
risk settings established by the Clearing Member pursuant to this Interpretation and Policy .03, and
may be notified of any action taken by the Exchange with respect to its trading activity. By allocating
responsibility to its Clearing Member, the Member consents to the Exchange taking action with
respect to the Member’s trading activity as provided in paragraph (e) of this Interpretation and Policy
.03. A Member may revoke responsibility allocated to its Clearing Member pursuant to this paragraph
at any time, if designated in a manner prescribed by the Exchange.

Alerts. Both the Member and the Clearing Member may enable alerts to signal when
the Member is approaching designated limits.

Breach. If a risk setting is breached, the Exchange will automatically block new
orders submitted and cancel open orders until such time that the applicable risk control is adjusted

133
to a higher limit by the Member or Clearing Member with the responsibility of establishing and
adjusting the risk settings.

[Adopted March 12, 2010; amended November 30, 2010 (SR-EDGA-2010-19); amended January
21, 2011 (SR-EDGA-2011-01); amended February 25, 2011 (SR-EDGA-2011-05); amended
March 18, 2011 (SR-EDGA-2011-07); amended April 1, 2011 (SR-EDGA-2011-09); amended
May 5, 2011 (SR-EDGA-2011-16); amended July 13, 2011 (SR-EDGA-2011-20); amended
December 5, 2011 (SR-EDGA-2011-37); amended January 24, 2012 (SR-EDGA-2011-40);
amended April 2, 2012 (SR-EDGA-2012-06); amended June 21, 2012 (SR-EDGA-2012-25);
amended April 8, 2013 (SR-EDGA-2013-08); amended March 28, 2014 (SR-EDGA-2011-
39)(SR-EDGA-2011-16); amended April 14, 2014 (SR-EDGA-2014-10) ; amended November 13,
2014 (SR-EDGA-2014-20), amended January 12, 2015 (SR-EDGA-2014-34); amended January
12, 2015 (SR-EDGA-2015-03); amended April 27, 2015 (SR-EDGA-2015-15); amended August
11, 2015 (SR-EDGA-2015-33); amended April 6, 2016 (SR-EDGA-2016-02); amended
December 16, 2016 (SR-BatsEDGA-2016-28); amended May 24, 2017 (SR-BatsEDGA-2017-07);
amended November 4, 2017 (SR-BatsEDGA-2017-26); amended September 28, 2018 (SR-
CboeEDGA-2018-016); amended April 16, 2020 (SR-CboeEDGA-2020-012); amended May 22,
2020 (SR-CboeEDGA-2020-015); amended January 12, 2022 (SR-CboeEDGA-2021-024)]

Routing to Away Trading Centers

Unless the terms of the order direct the Exchange not to route such order away, if a Market Order
or marketable Limit Order has not been executed in its entirety pursuant to 11.10(a)(4) above, the
order shall be eligible for routing away pursuant to one or more of the routing options listed under
paragraph (g) below.

Regulation SHO. Unless a User selects the Post to Away or RDOT routing options
set forth under paragraph (g) of this Rule, an order that includes a Short Sale instruction when a
Short Sale Circuit Breaker pursuant to Rule 201 of Regulation SHO is in effect is not eligible for
routing by the Exchange. If an order is ineligible for routing due to a Short Sale Circuit Breaker
being in effect and such order contains a Time-in-Force of IOC, then the order will be cancelled.
For any other order ineligible for routing due to a Short Sale Circuit Breaker being in effect, the
Exchange will post the unfilled balance of the order to the EDGA Book, treat the order as if it
included a Book Only or Post Only instruction, and subject it to the Re-Pricing Instructions to
Comply with Rule 201 of Regulation SHO, as described in Rule 11.6(l)(2), unless the User has
elected the order Cancel Back as described in Rule 11.6(b).

The Plan. The Exchange will handle routable orders in connection with the Plan as
described in Rule 11.16(e).

(Reserved.)

Routing of Market Orders. With respect to an order that is eligible for routing, the
System will designate Market Orders as IOC or ISO and will cause such orders to be routed for
execution to one or more Trading Centers for potential execution, per the entering User’s
instructions, in compliance with Rule 611 under Regulation NMS, Regulation SHO, and the Plan.

134
After the System receives responses to orders that were routed away, to the extent an order is not
executed in full through the routing process, the System will cancel any unexecuted portion back
to the User.

Routing of Marketable Limit Orders. With respect to an order that is eligible for
routing, the System will designate marketable Limit Orders as IOC or ISO and will cause such
orders to be routed for execution to one or more Trading Centers (as defined in Rule 2.11) for
potential execution, per the entering User’s instructions, in compliance with Rule 611 under
Regulation NMS, Regulation SHO, and the Plan. After the System receives responses to orders
that were routed away, to the extent an order is not executed in full through the routing process,
the System will process the balance of such order as follows. Depending on parameters set by the
User when the incoming order was originally entered, the System will either: (i) process the
unfilled balance of an order as an order with a Book Only instruction subject to a Re-Pricing Option
described in Rule 11.6(l), or (ii) repeat the process described in paragraph (a)(4) above and this
paragraph (f) by executing against the EDGA Book and/or routing orders to other Trading Centers
until the original, incoming order is executed in its entirety or its limit price is reached. If the
order’s limit price is reached, the order will be posted in the EDGA Book.

Routing Options. The System provides a variety of routing options. Routing

options may be combined with all available order types and Times-in-Force instruction, with the
exception of order types and Times-in-Force instruction whose terms are inconsistent with the
terms of a particular routing option. The System will consider the quotations only of accessible
Trading Centers. The term “System routing table” refers to the proprietary process for determining
the specific trading venues to which the System routes orders and the order in which it routes them.
The Exchange reserves the right to route orders simultaneously or sequentially, maintain a
different System routing table for different routing options and to modify the System routing table
at any time without notice. The System routing options are:

ROUC. ROUC is a routing option under which an order checks the System
for available shares and then is sent to destinations on the System routing table, Nasdaq
OMX BX, and NYSE. If shares remain unexecuted after routing, they are posted on the
EDGX Book, unless otherwise instructed by the User.

DRT. DRT is a routing option in which the entering firm instructs the
System to route to alternative trading systems included in the System routing table. Unless
otherwise specified, DRT can be combined with and function consistent with all other
routing options.

The following routing strategies check the System for available shares and
then are sent to destinations on the System routing table. If shares remain unexecuted after
routing, they are posted on the book, unless otherwise instructed by the User.

ROUT

ROUX

ROUZ

135
ROBB

ROCO

Reserved.

RDOT. RDOT is a routing option under which an order checks the System
for available shares and then is sent to destinations on the System routing table. If shares
remain unexecuted after routing, they are sent to the NYSE and can be re-routed by the
NYSE. Any remainder will be posted to the NYSE, unless otherwise instructed by the
User.

Reserved.

ALLB. ALLB is a routing option under which an order checks the System
for available shares and is then sent to Cboe BZX Exchange, Inc., Cboe BYX Exchange,
Inc., and/or Cboe EDGX Exchange, Inc. in accordance with the System routing table. If
shares remain unexecuted after routing, they are posted on the EDGA Book, unless
otherwise instructed by the User.

Reserved.

SWPA. SWPA is a routing option under which an order checks the System
for available shares and then is sent to only Protected Quotations and only for displayed
size. To the extent that any portion of the routed order is unexecuted, the remainder is
posted to the EDGA Book at the order’s limit price, unless otherwise instructed by the
User. The entire SWPA order will not be cancelled back to the User immediately if at the
time of entry there is an insufficient share quantity in the SWPA order to fulfill the
displayed size of all Protected Quotations.

Reserved.

The following routing strategies utilize a MidPoint Peg Order to check the
System for available shares and any remaining shares are then sent to destinations on the
System routing table that support midpoint eligible orders. If any shares remain unexecuted
after routing, they are posted on the EDGA Book as a MidPoint Peg Order, unless
otherwise instructed by the User.

RMPT

RMPL

Destination Specific. Destination Specific is a routing option under which

an order checks the System for available shares and then is sent to an away trading center
or centers specified by the User.

136
Post to Away. In addition to instructions to cancel an order back to a User
or post to the EDGA Book following the routing process, as set forth above, a User may
elect the Post to Away routing option. Post to Away is a routing option that routes the
remainder of a routed order to and posts such order on the order book of a destination on
the System routing table as specified by the User. Post to Away can be combined with the
following routing strategies: ROUT, ROUX, ROUZ, RDOT, ROBB, and ROCO.

A User may select either Route To Improve (“RTI”) or Route To Fill

(“RTF”) for the following routing strategies: ROUT and ROUX. RTI may route to
multiple destinations at a single price level simultaneously while RTF may route to
multiple destinations and at multiple price levels simultaneously.

Priority of Routed Orders. Orders that have been routed by the System to other
Trading Centers are not ranked and maintained in the EDGA Book pursuant to Rule 11.9(a), and
therefore are not available to execute against incoming orders pursuant to Rule 11.10 above. Once
routed by the System, an order becomes subject to the rules and procedures of the destination
market including, but not limited to, short-sale regulation and order cancellation. Requests from
Users to cancel their orders while the order is routed away to another trading center and remains
outside the System shall be processed, subject to the applicable trading rules of the relevant trading
center. If a routed order is subsequently returned, in whole or in part, that order, or its remainder,
shall receive a new time stamp reflecting the time of its return to the System. Following the routing
process described above, unless the terms of the order direct otherwise, any unfilled portion of the
order originally entered into the System shall be ranked in the EDGA Book in accordance with the
terms of such order under Rule 11.9 and such order shall be eligible for execution under Rule
11.10.

Market Access. In addition to the Exchange Rules regarding routing to away trading
centers, Cboe Trading, as defined in Rule 2.11, has, pursuant to Rule 15c3-5 under the Act,
implemented certain tests designed to mitigate the financial and regulatory risks associated with
providing the Exchange’s Members with access to such away trading centers. Pursuant to the
policies and procedures developed by Cboe Trading to comply with Rule 15c3-5, if an order or
series of orders are deemed to be erroneous or duplicative, would cause the entering Member’s
credit exposure to exceed a preset credit threshold, or are non-compliant with applicable pre-trade
regulatory requirements (as defined in Rule 15c3-5), Cboe Trading will reject such orders prior to
routing and/or seek to cancel any orders that have been routed.

[Adopted March 12, 2010; amended November 13, 2014 (SR-EDGA-2014-20); amended January
12, 2015 (SR-EDGA-2014-34); amended January 12, 2015 (SR-EDGA-2015-03); amended
February 23, 2015 (SR-EDGA-2015-12); amended April 27, 2015 (SR-EDGA-2015-15);
amended July 21, 2015 (SR-EDGA-2015-28); amended August 11, 2015 (SR-EDGA-2015-33);
amended November 9, 2015 (SR-EDGA-2015-42); amended May 2, 2016 (SR-BatsEDGA-2016-
07); amended November 11, 2016 (SR-BatsEDGA-2016-22); amended January 15, 2017 (SR-
BatsEDGA-2016-34); amended May 1, 2019 (SR-CboeEDGA-2019-008)]; amended March 5,
2020 (SR-CboeEDGA-2020-006; amended March 1, 2021 (SR-CboeEDGA-2021-007)).

137
Trade Reporting

Executions occurring as a result of orders matched against the EDGA Book shall
be reported by the Exchange to an appropriate consolidated transaction reporting system to the
extent required by the Act and the rules and regulations thereunder. Executions occurring as a
result of orders routed away from the System shall be reported to an appropriate consolidated
transaction reporting system by the relevant reporting trading center. The Exchange shall promptly
notify Users of all executions of their orders as soon as such executions take place.

The Exchange shall identify all trades executed pursuant to an exception or

exemption from Rule 611 of Regulation NMS in accordance with specifications approved by the
operating committee of the relevant national market system plan for an NMS stock. If a trade is
executed pursuant to both the intermarket sweep order exception of Rule 611(b)(5) of Regulation
NMS and the self-help exception of Rule 611(b)(1) of Regulation NMS, such trade shall be
identified as executed pursuant to the intermarket sweep order exception.

[Adopted March 12, 2010; amended November 13, 2014 (SR-EDGA-2014-20)]

Clearance and Settlement; Anonymity

All transactions through the facilities of the Exchange shall be cleared and settled
through a registered clearing agency using a continuous net settlement system. This requirement
may be satisfied by direct participation, use of direct clearing services, or by entry into a
correspondent clearing arrangement with another member that clears trades through a Qualified
Clearing Agency. If a Member clears transactions through another Member that is a member of a
Qualified Clearing Agency (“Clearing Member”), such Clearing Member shall affirm to the
Exchange in writing, through letter of authorization, letter of guarantee or other agreement
acceptable to the Exchange, its agreement to assume responsibility for clearing and settling any
and all trades executed by the Member designating it as its clearing firm. The rules of any such
clearing agency shall govern with respect to the clearance and settlement of any transactions
executed by the Member on the Exchange.

Notwithstanding paragraph (a), transactions may be settled “ex clearing” provided

that both parties to the transaction agree.

Each transaction executed within the System is executed on a locked-in basis and
shall be automatically processed for clearance and settlement.

The transaction reports produced by the System will indicate the details of
transactions executed in the System but shall not reveal contra party identities. Except as set forth
in paragraph (e) below, transactions executed in the System will also be cleared and settled
anonymously.

Except as required by any registered clearing agency, the Exchange will reveal the
identity of a Member or Member’s clearing firm in the following circumstances:

for regulatory purposes or to comply with an order of a court or arbitrator;

138
when a registered clearing agency ceases to act for a Member or the
Member’s clearing firm, and determines not to guarantee the settlement of the Member’s
trades.

The Exchange may share any of a User’s risk settings specified in Interpretation
and Policy .01 and .03 to Rule 11.10 with the Clearing Member that clears transactions on behalf
of the User.

[Adopted March 12, 2010; amended November 13, 2014 (SR-EDGA-2014-20); amended May 24,
2017 (SR-BatsEDGA-2017-07); amended April 16, 2020 (SR-CboeEDGA-2020-012)]

LIMITATION OF LIABILITY

NEITHER THE EXCHANGE NOR ITS AGENTS, EMPLOYEES,

CONTRACTORS, OFFICERS, DIRECTORS, SHAREHOLDERS, COMMITTEE MEMBERS
OR AFFILIATES (“EXCHANGE RELATED PERSONS”) SHALL BE LIABLE TO ANY USER
OR MEMBER, OR SUCCESSORS, REPRESENTATIVES OR CUSTOMERS THEREOF, OR
ANY PERSONS ASSOCIATED THEREWITH, FOR ANY LOSS, DAMAGES, CLAIM OR
EXPENSE:

GROWING OUT OF THE USE OR ENJOYMENT OF ANY FACILITY

OF THE EXCHANGE, INCLUDING, WITHOUT LIMITATION, THE SYSTEM; OR

ARISING FROM OR OCCASIONED BY ANY INACCURACY,

ERROR OR DELAY IN, OR OMISSION OF OR FROM THE COLLECTION,
CALCULATION, COMPILATION, MAINTENANCE, REPORTING OR
DISSEMINATION OF ANY INFORMATION DERIVED FROM THE SYSTEM OR
ANY OTHER FACILITY OF THE EXCHANGE, RESULTING EITHER FROM ANY
ACT OR OMISSION BY THE EXCHANGE OR ANY EXCHANGE RELATED
PERSON, OR FROM ANY ACT CONDITION OR CAUSE BEYOND THE
REASONABLE CONTROL OF THE EXCHANGE OR ANY EXCHANGE RELATED
PERSON, INCLUDING, BUT NOT LIMITED TO, FLOOD, EXTRAORDINARY
WEATHER CONDITIONS, EARTHQUAKE OR OTHER ACTS OF GOD, FIRE, WAR,
TERRORISM, INSURRECTION, RIOT, LABOR DISPUTE, ACCIDENT, ACTION OF
GOVERNMENT, COMMUNICATIONS OR POWER FAILURE, OR EQUIPMENT OR
SOFTWARE MALFUNCTION.

EACH MEMBER EXPRESSLY AGREES, IN CONSIDERATION OF THE

ISSUANCE OF ITS MEMBERSHIP IN THE EXCHANGE, TO RELEASE AND DISCHARGE
THE EXCHANGE AND ALL EXCHANGE RELATED PERSONS OF AND FROM ALL
CLAIMS AND DAMAGES ARISING FROM THEIR ACCEPTANCE AND USE OF THE
FACILITIES OF THE EXCHANGE (INCLUDING, WITHOUT LIMITATION, THE SYSTEM).

NEITHER THE EXCHANGE NOR ANY EXCHANGE RELATED PERSON

MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS TO USERS AS TO
RESULTS THAT ANY PERSON OR PARTY MAY OBTAIN FROM THE SYSTEM FOR
TRADING OR FOR ANY OTHER PURPOSE, AND ALL WARRANTIES OF

139
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND
NON-INFRINGEMENT WITH RESPECT TO THE SYSTEM ARE HEREBY DISCLAIMED.

NOTWITHSTANDING PARAGRAPH (a) ABOVE, AND SUBJECT TO THE

EXPRESS LIMITS SET FORTH BELOW, THE EXCHANGE MAY COMPENSATE
MEMBERS FOR LOSSES RESULTING DIRECTLY FROM THE MALFUNCTION OF THE
EXCHANGE’S PHYSICAL EQUIPMENT, DEVICES AND/OR PROGRAMMING OR THE
NEGLIGENT ACTS OR OMISSIONS OF ITS EMPLOYEES.

AS TO ANY ONE OR MORE CLAIMS MADE BY A SINGLE

MEMBER UNDER THIS RULE ON A SINGLE TRADING DAY, THE EXCHANGE
SHALL NOT BE LIABLE IN EXCESS OF THE LARGER OF $100,000, OR THE
AMOUNT OF ANY RECOVERY OBTAINED BY THE EXCHANGE UNDER ANY
APPLICABLE INSURANCE MAINTAINED BY THE EXCHANGE.

AS TO THE AGGREGATE OF ALL CLAIMS MADE BY ALL

MEMBERS UNDER THIS RULE ON A SINGLE TRADING DAY, THE EXCHANGE
SHALL NOT BE LIABLE IN EXCESS OF THE LARGER OF $250,000 OR THE
AMOUNT OF ANY RECOVERY OBTAINED BY THE EXCHANGE UNDER ANY
APPLICABLE INSURANCE MAINTAINED BY THE EXCHANGE.

AS TO THE AGGREGATE OF ALL CLAIMS MADE BY ALL

MEMBERS UNDER THIS RULE DURING A SINGLE CALENDAR MONTH, THE
EXCHANGE SHALL NOT BE LIABLE IN EXCESS OF THE LARGER OF $500,000,
OR THE AMOUNT OF ANY RECOVERY OBTAINED BY THE EXCHANGE UNDER
ANY APPLICABLE INSURANCE MAINTAINED BY THE EXCHANGE.

IN THE EVENT THAT ALL OF THE CLAIMS MADE UNDER THIS RULE
CANNOT BE FULLY SATISFIED BECAUSE IN THE AGGREGATE THEY EXCEED THE
APPLICABLE MAXIMUM LIMITATIONS PROVIDED IN THIS RULE, THEN THE
MAXIMUM PERMITTED AMOUNT WILL BE PROPORTIONALLY ALLOCATED AMONG
ALL SUCH CLAIMS ARISING ON A SINGLE TRADING DAY OR DURING A SINGLE
CALENDAR MONTH, AS APPLICABLE, BASED ON THE PROPORTION THAT EACH
SUCH CLAIM BEARS TO THE SUM OF ALL SUCH CLAIMS.

ALL CLAIMS FOR COMPENSATION PURSUANT TO THIS RULE SHALL

BE IN WRITING AND MUST BE SUBMITTED NO LATER THAN 4:00 P.M. EASTERN
TIME ON THE SECOND BUSINESS DAY FOLLOWING THE DAY ON WHICH THE USE
OF THE EXCHANGE GAVE RISE TO SUCH CLAIMS, OR NO LATER THAN 1:00 P.M.
EASTERN TIME IN THE EVENT OF AN EARLY MARKET CLOSE ON THE SECOND
BUSINESS DAY FOLLOWING THE DAY ON WHICH THE USE OF THE EXCHANGE
GAVE RISE TO SUCH CLAIMS.

ONCE IN RECEIPT OF A CLAIM, THE EXCHANGE WILL VERIFY THAT: (i) A

VALID ORDER WAS ACCEPTED INTO THE EXCHANGE’S SYSTEMS; AND (ii) AN
EXCHANGE SYSTEM FAILURE OR A NEGLIGENT ACT OR OMISSION OF AN

140
EXCHANGE EMPLOYEE OCCURRED DURING THE EXECUTION OR HANDLING OF
THAT ORDER.

NOTWITHSTANDING PARAGRAPH (a) ABOVE, AND SUBJECT TO THE

EXPRESS LIMITATIONS SET FORTH BELOW, THE EXCHANGE MAY COMPENSATE
MEMBERS FOR LOSSES RELATED TO ORDERS OF MEMBERS ROUTED BY THE
EXCHANGE THROUGH CBOE TRADING TO A TRADING CENTER AND RESULTING
DIRECTLY FROM THE MALFUNCTION OF THE PHYSICAL EQUIPMENT, DEVICES
AND/OR PROGRAMMING, OR THE NEGLIGENT ACTS OR OMISSIONS OF THE
EMPLOYEES, OF SUCH TRADING CENTER.

ALL CLAIMS FOR COMPENSATION PURSUANT TO THIS RULE

SHALL BE IN WRITING. ONCE IN RECEIPT OF A CLAIM, THE EXCHANGE WILL
VERIFY THAT: (i) A VALID ORDER FROM THE MEMBER WAS ACCEPTED AND
ACKNOWLEDGED BY THE EXCHANGE; (ii) THE MEMBER’S ORDER, OR A
PORTION THEREOF, WAS ROUTED BY THE EXCHANGE VIA CBOE TRADING
TO THE TRADING CENTER; AND (iii) THE MEMBER CLAIMS A LOSS AS A
RESULT OF THE MALFUNCTION OF THE PHYSICAL EQUIPMENT, DEVICES
AND/OR PROGRAMMING, OR THE NEGLIGENT ACTS OR OMISSIONS OF THE
EMPLOYEES, OF SUCH TRADING CENTER. UPON VERIFICATION OF THE
FOREGOING, THE EXCHANGE SHALL FORWARD THE CLAIM VIA CBOE
TRADING TO SUCH TRADING CENTER AS SOON AS REASONABLY
PRACTICABLE.

IF AND TO THE EXTENT THAT THE EXCHANGE, VIA CBOE

TRADING, RECEIVES COMPENSATION, IN WHOLE OR IN PART, FROM A
TRADING CENTER AS A RESULT OF A CLAIM SUBMITTED ON BEHALF OF A
MEMBER, THE EXCHANGE SHALL PASS THE FULL AMOUNT OF SUCH
COMPENSATION DIRECTLY TO THE MEMBER. ANY COMPENSATION TO
MEMBERS FOR SUCH CLAIMS WILL BE PAID SOLELY FROM COMPENSATION,
IF ANY, RECOVERED BY THE EXCHANGE VIA CBOE TRADING FROM THE
TRADING CENTER.

IN THE EVENT THAT ALL OF THE CLAIMS MADE UNDER THIS

SUBPARAGRAPH (g) AND DIRECTLY ATTRIBUTABLE TO THE SAME
MALFUNCTION OR NEGLIGENT ACT OR OMISSION ARE NOT FULLY
SATISFIED BY THE TRADING CENTER, THEN ANY AMOUNT OF
COMPENSATION RECEIVED FROM THE TRADING CENTER WILL BE
PROPORTIONALLY ALLOCATED AMONG ALL SUCH CLAIMS BASED ON THE
PROPORTION THAT EACH SUCH CLAIM BEARS TO THE SUM OF ALL SUCH
CLAIMS.

THE PASS-THROUGH OF ANY COMPENSATION TO A MEMBER

IN ACCORDANCE WITH THIS SUBPARAGRAPH (g) IS UNRELATED TO ANY
OTHER CLAIMS FOR COMPENSATION THAT ARE MADE IN ACCORDANCE
WITH, AND SUBJECT TO THE LIMITS OF, SUBPARAGRAPH (d)(3) OF THIS RULE
[11.12]. ACCORDINGLY, ANY SUCH COMPENSATION MADE PURSUANT TO

141
THIS PARAGRAPH (g) SHALL NOT REDUCE OR OTHERWISE AFFECT THE
EXCHANGE’S LIABILITY LIMITS PURSUANT TO SUBPARAGRAPH (d)(1)-(3),
OR ANY OTHER APPLICABLE INSURANCE MAINTAINED BY THE EXCHANGE.

THE EXCHANGE SHALL NOT BE LIABLE IN THE EVENT THAT

THE TRADING CENTER IDENTIFIED IN A CLAIM FOR COMPENSATION MADE
PURSUANT TO THIS PARAGRAPH (g) WERE TO DENY SUCH CLAIM, IN WHOLE
OR IN PART, FOR ANY REASON. UNDER NO CIRCUMSTANCES WILL THE
EXCHANGES’ INABILITY TO PROCURE COMPENSATION FROM A TRADING
CENTER, IN WHOLE OR IN PART, AND FOR WHATEVER REASON, GIVE RISE
TO A CLAIM FOR COMPENSATION FROM THE EXCHANGE PURSUANT TO
PARAGRAPH (d) OF THIS RULE AS A NEGLIGENT ACT OR OMISSION OF AN
EXCHANGE EMPLOYEE.

[Adopted March 12, 2010; amended July 22, 2010 (SR-EDGA-2010-08); amended January 8,
2014 (SR-EDGA-2013-36); amended October 27, 2014 (SR-EDGA-2014-24); amended
November 13, 2014 (SR-EDGA-2014-20); amended January 12, 2015 (SR-EDGA-2014-34);
amended December 16, 2016 (SR-BatsEDGA-2016-28)]

Clearly Erroneous Executions

The provisions of paragraphs (c), (e)(2), (f), and (g) of this Rule, as amended on September 10,
2010, and the provisions of paragraphs (i) through (k), shall be in effect during a pilot period that
expires at the close of business on July 20, 2022. If the pilot period is not either extended, replaced,
or approved as permanent, the prior versions of paragraphs (c), (e)(2), (f), and (g) shall be in
effect, and the provisions of paragraphs (i) through (k) shall be null and void.

Definition. For purposes of this Rule, the terms of a transaction executed on the
Exchange are "clearly erroneous" when there is an obvious error in any term, such as price, number
of shares or other unit of trading, or identification of the security. A transaction made in clearly
erroneous error and cancelled by both parties or determined by the Exchange to be clearly
erroneous will be removed from the Consolidated Tape.

Request and Timing of Review. A Member that receives an execution on an order

that was submitted erroneously to the Exchange for its own or customer account may request that
the Exchange review the transaction under this Rule. An Officer of the Exchange or such other
employee designee of the Exchange ("Official") shall review the transaction under dispute and
determine whether it is clearly erroneous, with a view toward maintaining a fair and orderly market
and the protection of investors and the public interest. Such request for review shall be made in
writing via e-mail or other electronic means specified from time to time by the Exchange in a
circular distributed to Members.

Requests for Review. Requests for review must be received by the

Exchange within thirty (30) minutes of execution time and shall include information
concerning the time of the transaction(s), security symbol(s), number of shares, price(s),
side (bought or sold), and factual basis for believing that the trade is clearly erroneous.
Upon receipt of a timely filed request that satisfies the numerical guidelines set forth in

142
paragraph (c)(1) of this Rule, the counterparty to the trade shall be notified by the Exchange
as soon as practicable, but generally within thirty (30) minutes. An Official may request
additional supporting written information to aid in the resolution of the matter. If
requested, each party to the transaction shall provide any supporting written information
as may be reasonably requested by the Official to aid resolution of the matter within thirty
(30) minutes of the Official’s request. Either party to the disputed trade may request the
supporting written information provided by the other party on the matter.

Routed Executions. Other market centers will generally have an

additional thirty (30) minutes from receipt of their participant’s timely filing, but no longer
than sixty (60) minutes from the time of the execution at issue, to file with the Exchange
for review of transactions routed to the Exchange from that market center and executed on
the Exchange.

Thresholds. Determinations of whether an execution is clearly erroneous will be

made as follows:

Numerical Guidelines. Subject to the provisions of paragraph (c)(3) below,

a transaction executed during Regular Trading Hours or during the Early Trading, Pre-
Opening and Post-Closing Session shall be found to be clearly erroneous if the price of the
transaction to buy (sell) that is the subject of the complaint is greater than (less than) the
Reference Price by an amount that equals or exceeds the Numerical Guidelines set forth
below. The execution time of the transaction under review determines whether the
threshold is Regular Trading Hours or Early Trading, Pre-Opening or Post-Closing Session
(which occur before and after the Regular Trading Hours). The Reference Price will be
equal to the consolidated last sale immediately prior to the execution(s) under review
except for: (A) Multi-Stock Events involving twenty or more securities, as described in
paragraph (c)(2) below; and (B) in other circumstances, such as, for example, relevant news
impacting a security or securities, periods of extreme market volatility, sustained
illiquidity, or widespread system issues, where use of a different Reference Price is
necessary for the maintenance of a fair and orderly market and the protection of investors
and the public interest.

Reference Price, Regular Trading Hours Numerical Early Trading, Pre-Opening and
Circumstance or Guidelines (Subject transaction’s Post-Closing Session Numerical
Product % difference from the Reference Guidelines (Subject transaction’s %
Price): difference from the Reference
Price):

Greater than $0.00 up to 10% 20%

and including $25.00

Greater than $25.00 up 5% 10%

to and including $50.00

Greater than $50.00 3% 6%

143
Multi-Stock Event – 10% 10%
Filings involving five or
more but less than
twenty, securities whose
executions occurred
within a period of five
minutes or less
Multi-Stock Event – 30%, subject to the terms of 30%, subject to the terms of
Filings involving paragraph (c)(2) below paragraph (c)(2) below
twenty or more
securities whose
executions occurred
within a period of five
minutes or less
Leveraged ETF/ETN Regular Trading Hours Numerical Regular Trading Hours Numerical
securities Guidelines multiplied by the Guidelines multiplied by the
leverage multiplier (ie. 2x) leverage multiplier (ie. 2x)

Multi-Stock Events Involving Twenty or More Securities. During Multi-

Stock Events involving twenty or more securities the number of affected transactions may
be such that immediate finality is necessary to maintain a fair and orderly market and to
protect investors and the public interest. In such circumstances, the Exchange may use a
Reference Price other than consolidated last sale. To ensure consistent application across
market centers when this paragraph is invoked, the Exchange will promptly coordinate
with the other market centers to determine the appropriate review period, which may be
greater than the period of five minutes or less that triggered application of this paragraph,
as well as select one or more specific points in time prior to the transactions in question
and use transaction prices at or immediately prior to the one or more specific points in time
selected as the Reference Price. The Exchange will nullify as clearly erroneous all
transactions that are at prices equal to or greater than 30% away from the Reference Price
in each affected security during the review period selected by the Exchange and other
markets consistent with this paragraph.

Additional Factors. Except in the context of a Multi-Stock Event involving

five or more securities, an Official may also consider additional factors to determine
whether an execution is clearly erroneous, including but not limited to, system
malfunctions or disruptions, volume and volatility for the security, derivative securities
products that correspond to greater than 100% in the direction of a tracking index, news
released for the security, whether trading in the security was recently halted/resumed,
whether the security is an initial public offering, whether the security was subject to a stock-
split, reorganization, or other corporate action, overall market conditions, Early Trading,
Pre-Opening and Post-Closing Session executions, validity of the consolidated tape trades
and quotes, consideration of primary market indications, and executions inconsistent with
the trading pattern in the stock. Each additional factor shall be considered with a view

144
toward maintaining a fair and orderly market and the protection of investors and the public
interest.

Outlier Transactions. In the case of an Outlier Transaction, an Official may in his

or her sole discretion, and on a case-by-case basis, consider requests received pursuant to
paragraph (b) of this Rule after thirty(30) minutes, but not longer than sixty (60) minutes after the
transaction in question, depending on the facts and circumstances surrounding such request.

"Outlier Transaction" means a transaction where the execution price of

the security is greater than three times the current Numerical Guidelines set forth in
paragraph (c)(1) of this Rule.

If the execution price of the security in question is not within the Outlier
Transaction parameters set forth in paragraph (d)(1) of this rule but breaches the 52-week
high or 52-week low, the Exchange may consider Additional Factors as outlined in
paragraph(c)(3), in determining if the transaction qualifies for further review or if the
Exchange shall decline to act.

Review Procedures.

Determination by Official. Unless both parties to the disputed transaction

agree to withdraw the initial request for review, the transaction under dispute shall be
reviewed, and a determination shall be rendered by the Official. If the Official determines
that the transaction is not clearly erroneous, the Official shall decline to take any action in
connection with the completed trade. In the event that the Official determines that the
transaction in dispute is clearly erroneous, the Official shall declare the transaction null
and void. A determination shall be made generally within thirty (30) minutes of receipt of
the complaint, but in no case later than the start of the Regular Trading Hours on the
following trading day. The parties shall be promptly notified of the determination.

Appeals. If a Member affected by a determination made under this Rule

so requests within the time permitted below, the Clearly Erroneous Execution Panel ("CEE
Panel") will review decisions made by the Official under this Rule, including whether a
clearly erroneous execution occurred and whether the correct determination was made;
provided however that the CEE Panel will not review decisions made by an Officer under
paragraph (f) of this Rule if such Officer also determines under paragraph (f) of this Rule
that the number of the affected transactions is such that immediate finality is necessary to
maintain a fair and orderly market and to protect investors and the public interest, and
further provided that with respect to rulings made by the Exchange in conjunction with one
or more additional market centers, the number of affected transactions is similarly such
that immediate finality is necessary to maintain a fair and orderly market and to protect
investors and the public interest and, hence, are also non-appealable.

The CEE Panel will consist of the Exchange’s Chief Regulatory

Officer ("CRO"), or a designee of the CRO, and representatives from two (2)
Members.

145
The Exchange shall designate at least ten (10) representatives of
Members to be called upon to serve on the CEE Panel as needed. In no case shall a
CEE Panel include a person affiliated with a party to the trade in question. To the
extent reasonably possible, the Exchange shall call upon the designated
representatives to participate on a CEE Panel on an equally frequent basis.

A request for review on appeal must be made in writing via e-mail

or other electronic means specified from time to time by the Exchange in a circular
distributed to Members within thirty (30) minutes after the party making the appeal
is given notification of the initial determination being appealed. The CEE Panel
shall review the facts and render a decision as soon as practicable, but generally on
the same trading day as the execution(s) under review. On requests for appeal
received between 3:00 p.m. Eastern Time and the close of trading in the Post-
Closing Session, a decision will be rendered as soon as practicable, but in no case
later than the trading day following the date of the execution under review.

The CEE Panel may overturn or modify an action taken by the

Official under this Rule. All determinations by the CEE Panel shall constitute final
action by the Exchange on the matter at issue.

If the CEE Panel votes to uphold the decision made pursuant to

paragraph (e)(1) above, the Exchange will assess a $500.00 fee against the
Member(s) who initiated the request for appeal. In addition, in instances where the
Exchange, on behalf of a Member, requests a determination by another market
center that a transaction is clearly erroneous, the Exchange will pass any resulting
charges through to the relevant Member.

Any determination by an Official or by the CEE Panel shall be

rendered without prejudice as to the rights of the parties to the transaction to submit
their dispute to arbitration.

System Disruption or Malfunctions. In the event of any disruption or a malfunction

in the operation of any electronic communications and trading facilities of the Exchange in which
the nullification of transactions may be necessary for the maintenance of a fair and orderly market
or the protection of investors and the public interest exist, an Officer of the Exchange or other
senior level employee designee, on his or her own motion, may review such transactions and
declare such transactions arising out of the operation of such facilities during such period null and
void. In such events, the Officer of the Exchange or such other senior level employee designee
will rely on the provisions of paragraph (c)(1)–(3) of this Rule, but in extraordinary circumstances
may also use a lower Numerical Guideline if necessary to maintain a fair and orderly market,
protect investors and the public interest. Absent extraordinary circumstances, any such action of
the Officer of the Exchange or other senior level employee designee pursuant to this paragraph (f)
shall be taken within thirty (30) minutes of detection of the erroneous transaction. When
extraordinary circumstances exist, any such action of the Officer of the Exchange or senior level
employee designee must be taken by no later than the start of Regular Trading Hours on the trading
day following the date of execution(s) under review. Each Member involved in the transaction

146
shall be notified as soon as practicable by the Exchange, and the party aggrieved by the action may
appeal such action in accordance with the provisions of paragraph (e)(2).

Officer Acting On Own Motion. An Officer of the Exchange or senior level

employee designee, acting on his or her own motion, may review potentially erroneous executions
and declare trades null and void or shall decline to take any action in connection with the completed
trade(s). In such events, the Officer of the Exchange or other senior level employee designee will
rely on the provisions of paragraph (c)(1)–(3) of this Rule. Absent extraordinary circumstances,
any such action of the Officer of the Exchange or such other senior level employee designee shall
be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous
transaction. When extraordinary circumstances exist, any such action of the Officer of the
Exchange or other senior level employee designee must be taken by no later than the start of
Regular Trading Hours on the trading day following the date of execution(s) under review. When
such action is taken independently, each party involved in the transaction shall be notified as soon
as practicable by the Exchange, and the party aggrieved by the action may appeal such action in
accordance with the provisions of paragraph (e)(2) above.

Trade Nullification for UTP Securities that are Subject of Initial Public Offerings
("IPOs"). Pursuant to SEC Rule 12f-2, as amended, the Exchange may extend unlisted trading
privileges to a security that is the subject of an IPO when at least one transaction in the subject
security has been effected on the national securities exchange or association upon which the
security is listed and the transaction has been reported pursuant to an effective transaction reporting
plan. A clearly erroneous error may be deemed to have occurred in the opening transaction of the
subject security if the execution price of the opening transaction on the Exchange is the lesser of
$1.00 or 10% away from the opening price on the listing exchange or association. In such
circumstances, the Officer of the Exchange or other senior level employee designee shall declare
the opening transaction null and void or shall decline to take action in connection with the
completed trade(s). Clearly erroneous executions of subsequent transactions of the subject security
will be reviewed in the same manner as the procedure set forth in (e)(1). Absent extraordinary
circumstances, any such action of the Officer of the Exchange or other senior level employee
designee pursuant to this subsection (h) shall be taken in a timely fashion, generally within thirty
(30) minutes of the detection of the erroneous transaction. When extraordinary circumstances
exist, any such action of the Officer of the Exchange or other senior level employee designee must
be taken by no later than the start of Regular Trading Hours on the trading day following the date
of execution(s) under review. Each party involved in the transaction shall be notified as soon as
practicable by the Exchange, and the party aggrieved by the action may appeal such action in
accordance with the provisions of paragraph (e)(2) above.

Securities Subject to Limit Up-Limit Down Plan. For purposes of this paragraph,
the phrase “Limit Up-Limit Down Plan” or “Plan” shall mean the Plan to Address Extraordinary
Market Volatility Pursuant to Rule 608 of Regulation NMS under the Act. The provisions of
paragraphs (a) through (h) above and (j) through (k) below shall govern all Exchange transactions,
including transactions in securities subject to the Plan, other than as set forth in this paragraph (i).
If as a result of an Exchange technology or systems issue any transaction occurs outside of the
applicable price bands disseminated pursuant to the Plan, an Officer of the Exchange or senior
level employee designee, acting on his or her own motion or at the request of a third party, shall
review and declare any such trades null and void. Absent extraordinary circumstances, any such

147
action of the Officer of the Exchange or other senior level employee designee shall be taken in a
timely fashion, generally within thirty (30) minutes of the detection of the erroneous transaction.
When extraordinary circumstances exist, any such action of the Officer of the Exchange or other
senior level employee designee must be taken by no later than the start of Regular Trading Hours
on the trading day following the date on which the execution(s) under review occurred. Each
Member involved in the transaction shall be notified as soon as practicable by the Exchange, and
the party aggrieved by the action may appeal such action in accordance with the provisions of
paragraph (e)(2) above. In the event that a single plan processor experiences a technology or
systems issue that prevents the dissemination of price bands, the Exchange will make the
determination of whether to nullify transactions based on paragraphs (a) through (h) above and (j)
through (k) below.

Multi-Day Event. A series of transactions in a particular security on one or more

trading days may be viewed as one event if all such transactions were effected based on the same
fundamentally incorrect or grossly misinterpreted issuance information resulting in a severe
valuation error for all such transactions (the “Event”). An Officer of the Exchange or senior level
employee designee, acting on his or her own motion, shall take action to declare all transactions
that occurred during the Event null and void not later than the start of trading on the day following
the last transaction in the Event. If trading in the security is halted before the valuation error is
corrected, an Officer of the Exchange or senior level employee designee shall take action to declare
all transactions that occurred during the Event null and void prior to the resumption of trading.
Notwithstanding the foregoing, no action can be taken pursuant to this paragraph with respect to
any transactions that have reached settlement date or that result from an initial public offering of
a security. To the extent transactions related to an Event occur on one or more other market
centers, the Exchange will promptly coordinate with such other market center(s) to ensure
consistent treatment of the transactions related to the Event, if practicable. Any action taken in
connection with this paragraph will be taken without regard to the Numerical Guidelines set forth
in this Rule. Each Member involved in a transaction subject to this paragraph shall be notified as
soon as practicable by the Exchange, and the party aggrieved by the action may appeal such action
in accordance with the provisions of paragraph (e)(2) above.

Trading Halts. In the event of any disruption or malfunction in the operation of the
electronic communications and trading facilities of the Exchange, another market center or
responsible single plan processor in connection with the transmittal or receipt of a regulatory
trading halt, suspension or pause, an Officer of the Exchange or senior level employee designee,
acting on his or her own motion, shall nullify any transaction in a security that occurs after the
primary listing market for such security declares a regulatory trading halt, suspension or pause
with respect to such security and before such regulatory trading halt, suspension or pause with
respect to such security has officially ended according to the primary listing market. In addition,
in the event a regulatory trading halt, suspension or pause is declared, then prematurely lifted in
error and is then re-instituted, an Officer of the Exchange or senior level employee designee shall
nullify transactions that occur before the official, final end of the halt, suspension or pause
according to the primary listing market. Any action taken in connection with this paragraph shall
be taken in a timely fashion, generally within thirty (30) minutes of the detection of the erroneous
transaction and in no circumstances later than the start of Regular Trading Hours on the trading
day following the date of execution(s) under review. Any action taken in connection with this
paragraph will be taken without regard to the Numerical Guidelines set forth in this Rule. Each

148
Member involved in a transaction subject to this paragraph shall be notified as soon as practicable
by the Exchange, and the party aggrieved by the action may appeal such action in accordance with
the provisions of paragraph (e)(2) above.

[Adopted March 12, 2010; amended September 10, 2010 (SR-EDGA-2010-03); amended
December 9, 2010 (SR-EDGA-2010-24); amended April 5, 2011 (SR-EDGA-2011-12); amended
May 4, 2011 (SR-EDGA-2011-15); amended August 5, 2011 (SR-EDGA-2011-25); amended
August 8, 2011 (SR-EDGA-2011-26); amended January 11, 2012 (SR-EDGA-2012-02); amended
July 18, 2012 (SR-EDGA-2012-30); amended January 31, 2013 (SR-EDGA-2013-06); amended
April 8, 2013 (SR-EDGA-2011-31), (SR-EDGA-2011-31, Amendment No. 1) and (SR-EDGA-
2013-05), amended September 25, 2013 (SR-EDGA-2013-28); amended March 28, 2014 (SR-
EDGA-2010-03); amended March 18, 2014 (SR-EDGA-2014-006); amended June 19, 2014 (SR-
EDGA-2014-11); amended November 13, 2014 (SR-EDGA-2014-20); amended October 21, 2015
(SR-EDGA-2015-37); amended April 6, 2016 (SR-EDGA-2016-02); amended April 2, 2019 (SR-
CboeEDGA-2019-005); amended October 18, 2019 (SR-CboeEDGA-2019-017); amended April
17, 2020 (SR-CboeEDGA-2020-009); amended October 19, 2020 (SR-CboeEDGA-2020-027);
amended April 5, 2021 (SR-CboeEDGA-2021-008); amended October 14, 2021 (SR-CboeEDGA-
2021-022); amended April 18, 2022 (SR-CboeEDGA-2022-009)]

Trading Halts Due to Extraordinary Market Volatility

Trading in all stocks will halt on the Exchange and will not re-open for the time
periods described in this Rule if there is a Level 1, 2, or 3 Market Decline.

For purposes of this Rule, a Market Decline means a decline in price of

the S&P 500® Index between 9:30 a.m. and 4:00 p.m. on a trading day as compared to the
closing price of the S&P 500® Index for the immediately preceding trading day. The Level
1, Level 2 and Level 3 Market Declines that will be applicable for the trading day will be
publicly disseminated by the primary listing market before 9:30 a.m.

A “Level 1 Market Decline” means a Market Decline of 7%.

A “Level 2 Market Decline” means a Market Decline of 13%.

A “Level 3 Market Decline” means a Market Decline of 20%.

Halts in Trading.

If a Level 1 Market Decline or a Level 2 Market Decline occurs after 9:30

a.m. and up to and including 3:25 p.m. or in the case of an early scheduled close, 12:25
p.m., trading in all stocks will halt on the Exchange for 15 minutes after a Level 1 or Level
2 Market Decline. Trading in all stocks will halt on the Exchange based on a Level 1 or
Level 2 Market Decline only once per trading day. Trading in all stocks will not halt on the
Exchange if a Level 1 Market Decline or a Level 2 Market Decline occurs after 3:25 p.m.
or in the case of an early scheduled close, 12:25 p.m.

If a Level 3 Market Decline occurs at any time during the trading day,
trading in all stocks will halt on the Exchange for the remainder of the trading day.

149
If the primary listing market halts trading in all stocks, trading will halt on the
Exchange in those stocks until trading has resumed on the primary listing market or notice has
been received from the primary listing market that trading may resume. If the primary listing
market does not re-open a security within 15 minutes following the end of the 15-minute halt
period, the Exchange may resume trading in that security.

Nothing in this Rule 11.16 should be construed to limit the ability of the Exchange
to otherwise halt, suspend, or pause the trading in any stock or stocks traded on the Exchange
pursuant to any other Exchange rule or policy.

Limit Up-Limit Down Mechanism

Definitions. All capitalized terms not otherwise defined in this paragraph

(e) shall have the meanings set forth in the Plan or Exchange Rules, as applicable.

Exchange Participation in the Plan. The Exchange is a Participant in, and

subject to the applicable requirements of, the Plan, which establishes procedures to address
extraordinary volatility in NMS Stocks.

Member Compliance. Members shall comply with the applicable

provisions of the Plan.

Exchange Compliance with the Plan. The System shall not display or
execute buy (sell) interest above (below) the Upper (Lower) Price Bands, unless such
interest is specifically exempted under the Plan.

Re-pricing and Cancellation of Interest. Depending on a User’s

instructions, the System shall re-price and/or cancel buy (sell) interest that is priced or
could be executed above (below) the Upper (Lower) Price Band. When re-pricing resting
orders because such orders are above (below) the Upper (Lower) Price Band, the Exchange
will provide new timestamps to such orders. The Exchange will also provide new
timestamps to resting orders at the less aggressive price to which such orders are re-priced.
Any resting interest that is re-priced pursuant to this Rule shall maintain priority ahead of
interest that was originally less aggressively priced, regardless of the original timestamps
for such orders.

Market Orders and Orders with TIF of IOC or FOK. The System
will only execute Market Orders or orders with a TIF of IOC or FOK at or within
the Price Bands. Market Orders will be handled in accordance with Rule 11.8(a)(4).

Limit-priced Interest. Limit-priced interest will be cancelled if a

User has entered instructions not to use the re-pricing process and such interest to
buy (sell) is priced above (below) the Upper (Lower) Price Band. If re-pricing is
permitted based on a User’s instructions, both displayable and non-displayable
incoming limit-priced interest to buy (sell) that is priced above (below) the Upper
(Lower) Price Band shall be re-priced to the Upper (Lower) Price Band. The
System shall re-price resting limit-priced interest to buy (sell) to the Upper (Lower)
Price Band if Price Bands move such that the price of resting limit-priced interest

150
to buy (sell) would be above (below) the Upper (Lower) Price Band. If the Price
Bands move again and the original limit price of displayed and repriced interest is
at or within the Price Bands and a User has opted into the Exchange’s optional
multiple re-pricing process, as described in Rule 11.6(l), the System shall reprice
such displayed limit interest to the most aggressive permissible price up to the
order’s limit price. All other displayed and non-displayed limit interest re-priced
pursuant to this paragraph (e) will remain at its new price unless the Price Bands
move such that the price of resting limit-priced interest to buy (sell) would again
be above (below) the Upper (Lower) Price Band.

Pegged Interest. Orders with a Pegged instruction to buy (sell) shall

peg to the specified pegging price or the Upper (Lower) Price Band, whichever is
lower (higher).

Routable Orders. If routing is permitted based on a User’s

instructions, orders shall be routed away from the Exchange pursuant to Rule 11.11,
provided that the System shall not route buy (sell) interest at a price above (below)
the Upper (Lower) Price Band.

(i) Re-routing. When the Upper (Lower) Price Band adjusts

such that the NBO (NBB) becomes executable, a routable buy (sell) Market
or marketable Limit Order will be eligible to be re-routed by the Exchange
if such order contains an Aggressive or Super Aggressive instruction.

(ii) Routing strategy SWPA as described in Rule 11.11(g), is

eligible for routing in accordance with the Plan as follows: the System will
immediately cancel orders utilizing an SWPA routing strategy when an
order to buy utilizing an SWPA routing strategy has a limit price that is
greater than the Upper Price Band or if a sell order utilizing an SWPA
routing strategy has a limit price that is less than the Lower Price Band.

Sell Short Orders. During a short sale price test restriction pursuant
to Rule 201 of Regulation SHO, orders with a Short Sale instruction priced below
the Lower Price Band shall be re-priced to the higher of the Lower Price Band or
the Permitted Price, as defined in Rule 11.6(k).

Re-opening of Trading following a Trading Pause. At the end of the

Trading Pause, the Exchange shall re-open the security as set forth in Rule 11.7(e).

On the occurrence of any trading halt pursuant to this Rule, except where a User
has designated that its orders be cancelled, all outstanding orders in the System will remain on the
EDGA Book.

All times referenced in this Rule 11.16 shall be Eastern Time.

Market-Wide Circuit Breaker (“MWCB”) Testing.

151
The Exchange will participate in all industry-wide tests of the MWCB
mechanism. Members designated pursuant to paragraph (b) of Rule 2.4 to participate in
Mandatory Participation in Testing of Backup Systems are required to participate in at
least one industry-wide MWCB test each year and to verify their participation in that test
by attesting that they are able to or have attempted to:

receive and process MWCB halt messages from the securities

information processors (“SIPs”);

receive and process resume messages from the SIPs following a

MWCB halt;

receive and process market data from the SIPs relevant to MWCB
halts; and

send orders following a Level 1 or Level 2 MWCB halt in a manner

consistent with their usual trading behavior.

To the extent that a Member participating in a MWCB test is unable to

receive and process any of the messages identified in paragraph (h)(1)(A)-(D) of this Rule,
its attestation should notify the Exchange which messages it was unable to process and, if
known, why.

Members not designated pursuant to standards established in paragraph (b)

of Rule 2.4 are permitted to participate in any MWCB test.

In the event that a halt is triggered under this Rule following a Level 1, Level 2, or
Level 3 Market Decline, the Exchange, together with other SROs and industry representatives (the
“MWCB Working Group”), will review such event. The MWCB Working Group will prepare a
report that documents its analysis and recommendations and will provide that report to the
Commission within 6 months of the event.

In the event that there is (1) a Market Decline of more than 5%, or (2) an SRO
implements a rule that changes its reopening process following a MWCB Halt, the Exchange,
together with the MWCB Working Group, will review such event and consider whether any
modifications should be made to this Rule. If the MWCB Working Group recommends that a
modification should be made to this Rule, the MWCB Working Group will prepare a report that
documents its analysis and recommendations and provide that report to the Commission.

[Adopted March 12, 2010; amended June 10, 2010 (SR-EDGA-2010-01); amended July 13, 2010
(SR-EDGA-2010-07); amended September 10, 2010 (SR-EDGA-2010-05); amended December
8, 2010 (SR-EDGA-2010-23); amended April 5, 2011 (SR-EDGA-2011-11); amended May 4,
2011 (SR-EDGA-2011-15); amended August 5, 2011 (SR-EDGA-2011-24); amended January 11,
2012 (SR-EDGA-2012-01); amended July 18, 2012 (SR-EDGA-2012-31); amended January 30,
2013 (SR-EDGA-2013-04); amended April 8, 2013 (SR-EDGA-2011-31), (SR-EDGA-2011-31,
Amendment No. 1), (SR-EDGA-2013-05) and (SR-EDGA-2013-08); amended March 28, 2014
(SR-EDGA-2011-38)(SR-EDGA-2011-31); amended November 13, 2014 (SR-EDGA-2014-20);
amended April 27, 2015 (SR-EDGA-2015-15); amended April 12, 2019 (SR-CboeEDGA-2019-

152
006); amended May 1, 2019 (SR-CboeEDGA-2019-008); amended October 15, 2019 (SR-
CboeEDGA-2019-016); amended March 17, 2020 (SR-CboeEDGA-2020-008); amended October
6, 2020 (SR-CboeEDGA-2020-026); amended October 14, 2021 (SR-CboeEDGA-2021-023);
amended March 17, 2022 (SR-CboeEDGA-2022-006); amended April 11, 2022 (SR-CboeEDGA-
2022-008)]

Registration of Market Makers

An applicant for registration as a Market Maker shall file an application in writing

on such form as the Exchange may prescribe. Applications shall be reviewed by the Exchange,
which shall consider such factors including, but not limited to, capital, operations, personnel,
technical resources and disciplinary history. Each Market Maker must have and maintain minimum
net capital of at least the amount required under Rule 15c3-1 of the Exchange Act.

An applicant’s registration as a Market Maker shall become effective upon receipt

by the Member of notice of an approval of registration by the Exchange.

The registration of a Market Maker may be suspended or terminated by the

Exchange if the Exchange determines that:

The Market Maker has substantially or continually failed to engage in

dealings in accordance with Rule 11.21 or elsewhere in these Rules;

The Market Maker has failed to meet the minimum net capital conditions
set forth under paragraph (a) above;

The Market Maker has failed to maintain fair and orderly markets; or

The Market Maker does not have at least one registered Market Maker
Authorized Trader (“MMAT”) qualified to perform market making activities as set forth
in Rule 11.18(b)(5). A MMAT whose registration is suspended pursuant to this paragraph
(c) shall not be deemed qualified within the meaning of this subsection.

Any registered Market Maker may withdraw its registration by giving written
notice to the Exchange. The Exchange may require a certain minimum prior notice period for
withdrawal, and may place such other conditions on withdrawal and re-registration following
withdrawal, as it deems appropriate in the interest of maintaining fair and orderly markets.

Any person aggrieved by any determination under this Rule 11.17 or Rules 11.18
or 11.19 below may seek review under Chapter X of Exchange Rules governing adverse action.

Registered Market Makers are designated as dealers on the Exchange for all
purposes under the Exchange Act and the rules and regulations thereunder.

[Adopted December 15, 2011 (SR-EDGA-2011-29); amended November 13, 2014 (SR-EDGA-
2014-20); amended January 28, 2016 (SR-EDGA-2015-49)]

153
Obligations of Market Maker Authorized Traders

General. MMATs are permitted to enter orders only for the account of the Market
Maker for which they are registered.

Registration of Market Maker Authorized Traders. The Exchange may, upon

receiving an application in writing from a Market Maker on a form prescribed by the Exchange,
register a person as a MMAT.

MMATs may be officers, partners, employees or other associated persons

of Members that are registered with the Exchange as Market Makers.

To be eligible for registration as a MMAT, a person must successfully

complete proficiency examinations and continuing education requirements applicable to
Authorized Traders, as set forth in Interpretation and Policies .01 and .02 to Rule 2.5, and
any other training and/or certification programs as may be required by the Exchange.

The Exchange may require a Market Maker to provide any and all
additional information the Exchange deems necessary to establish whether registration
should be granted.

The Exchange may grant a person conditional registration as a MMAT

subject to any conditions it considers appropriate in the interest of maintaining a fair and
orderly market.

A Market Maker must ensure that a MMAT is properly qualified to

perform market making activities, including, but not limited to, ensuring the MMAT has
met the requirements set forth in paragraph (b)(2) of this Rule.

Suspension or Withdrawal of Registration.

The Exchange may suspend or withdraw the registration previously given

to a person to be a MMAT if the Exchange determines that:

the person has caused the Market Maker to fail to comply with the
securities laws, rules and regulations or the By-Laws, Rules and procedures of the
Exchange;

the person is not properly performing the responsibilities of a

MMAT;

the person has failed to meet the conditions set forth under
Paragraph (b) above; or

the MMAT has failed to maintain fair and orderly markets.

If the Exchange suspends the registration of a person as a MMAT, the

Market Maker must not allow the person to submit orders into the System.

154
The registration of a MMAT will be withdrawn upon the written request
of the Member for which the MMAT is registered. Such written request shall be submitted
on a form prescribed by the Exchange.

[Adopted December 15, 2011 (SR-EDGA-2011-29); amended November 13, 2014 (SR-EDGA-
2014-20); amended January 4, 2016 (SR-EDGA-2015-48)]

Registration of Market Makers in a Security

A Market Maker may become registered in a newly authorized security or in a

security already admitted to dealings on the Exchange by filing a security registration form with
the Exchange. Registration in the security shall become effective on the same day as the
Exchange’s approval of the registration, unless otherwise provided by the Exchange. In
considering the approval of the registration of the Market Maker in a security, the Exchange may
consider:

the financial resources available to the Market Maker;

the Market Maker’s experience, expertise and past performance in making

markets, including the Market Maker’s performance in other securities;

the Market Maker’s operational capability;

the maintenance and enhancement of competition among Market Makers

in each security in which the Market Maker is registered;

the existence of satisfactory arrangements for clearing the Market Maker’s

transactions; and

the character of the market for the security, e.g., price, volatility and
relative liquidity.

Voluntary Termination of Security Registration. A Market Maker may voluntarily

terminate its registration in a security by providing the Exchange with a written notice of such
termination. The Exchange may require a certain minimum, prior notice period for such
termination, and may place such other conditions on withdrawal and re-registration following
withdrawal, as it deems appropriate in the interest of maintaining fair and orderly markets. A
Market Maker that fails to give advanced written notice of termination to the Exchange may be
subject to formal disciplinary action pursuant to Chapter VIII of these Rules.

The Exchange may suspend or terminate any registration of a Market Maker in a

security or securities under this Rule 11.19 whenever the Exchange determines that:

The Market Maker has not met any of its obligations as set forth in these
Rules; or

155
The Market Maker has failed to maintain fair and orderly markets. A
Market Maker whose registration is suspended or terminated pursuant to this Rule 11.19(c)
may seek review under Chapter X of Exchange Rules governing adverse action.

Nothing in this Rule 11.19 will limit any other power of the Exchange under the
By-Laws, Rules or procedures of the Exchange with respect to the registration of a Market Maker
or in respect of any violation by a Market Maker of the provisions of this Rule 11.19.

[Adopted December 15, 2011 (SR-EDGA-2011-29); amended November 13, 2014 (SR-EDGA-
2014-20)]

Obligations of Market Makers

General. Members who are registered as Market Makers in one or more securities
traded on the Exchange must engage in a course of dealings for their own account to assist in the
maintenance, insofar as reasonably practicable, of fair and orderly markets on the Exchange in
accordance with these Rules. The responsibilities and duties of a Market Maker specifically
include, but are not limited to, the following:

Maintain continuous, two-sided quotations consistent with the

requirements of paragraph (d) below;

Remain in good standing with the Exchange and in compliance with all
Exchange Rules applicable to it;

Inform the Exchange of any material change in financial or

operational condition or in personnel;

Maintain a current list of MMATs who are permitted to enter orders on

behalf of the Market Maker and provide an updated version of this list to the Exchange
upon any change in MMATs; and

Clear and settle transactions through the facilities of a registered clearing

agency. This requirement may be satisfied by direct participation, use of direct clearing
services or by entry into a correspondent clearing arrangement with another Member that
clears trades through such agency.

A Market Maker shall be responsible for the acts and omissions of its MMATs.

If the Exchange finds any substantial or continued failure by a Market Maker to

engage in a course of dealings as specified in paragraph (a) of this Rule, such Market Maker will
be subject to disciplinary action, including, without limitation, suspension or revocation of its
registration by the Exchange in one or more of the securities in which the Market Maker is
registered. Nothing in this Rule 11.20 will limit any powers of the Exchange under the By-Laws,
Rules or procedures of the Exchange with respect to the registration of a Market Maker or in
respect of any violation by a Market Maker of the provisions of this Rule 11.20. Any Member
aggrieved by any determination under this Rule 11.20 may seek review under Chapter X of the
Exchange Rules governing adverse action.

156
Quotation Requirements and Obligations

Continuous, Two-Sided Quote Obligation. For each security in which a

Member is registered as a Market Maker, the Member shall be willing to buy and sell such
security for its own account on a continuous basis during Regular Trading Hours and shall
enter and maintain a two-sided trading interest (“Two-Sided Obligation”) that is identified
to the Exchange as the interest meeting the obligation and is displayed in the Exchange’s
System at all times. Interest eligible to be considered as part of a Market Maker’s Two-
Sided Obligation shall have a displayed quotation size of at least one normal unit of trading
(or a larger multiple thereof); provided, however, that a Market Maker may augment its
Two-Sided Obligation size to display limit orders priced at the same price as the Two-
Sided Obligation. Unless otherwise designated, a “normal unit of trading” shall be 100
shares. After an execution against its Two-Sided Obligation, a Market Maker must ensure
that additional trading interest exists in the System to satisfy its Two-Sided Obligation
either by immediately entering new interest to comply with this obligation to maintain
continuous, two-sided quotations or by identifying existing interest on the EDGA Book
that will satisfy this obligation.

If a technical failure or limitation of a system of the Exchange

prevents the Market Maker from maintaining or communicating to the Exchange
timely and accurate quotes in each security in which a Member is registered as a
Market Maker, the duration of such failure shall not be considered in determining
whether the Market Maker has satisfied the quoting standard with respect to that
security.

The continuous quoting obligations set forth above: (i) shall be

suspended during a trading halt, suspension, or pause in the security, and shall not
re-commence until after the first regular way transaction on the primary listing
market following such halt, suspension, or pause in the security, as reported by the
responsible single plan processor, and (ii) shall be suspended for the duration that
an NMS stock is in a Limit State or a Straddle State.

The Exchange may consider other exceptions to the Two-Sided

Obligation based on demonstrated legal or regulatory requirements or other
mitigating circumstances.

Pricing Obligations. For NMS stocks (as defined in Rule 600 of

Regulation NMS), a Market Maker shall adhere to the pricing obligations established by
this Rule during Regular Trading Hours; provided, however, that such pricing obligations
(i) shall not commence during any trading day until after the first regular way transaction
on the primary listing market in the security as reported by the responsible single plan
processor, and (ii) shall be suspended during a trading halt, suspension or pause, and shall
not re-commence until after the first regular way transaction on the primary listing market
in the security following such halt, suspension or pause, as reported by the responsible
single plan processor.

157
Bid Quotations. At the time of entry of bid interest satisfying the
Two-Sided Obligation, the price of the bid interest shall be not more than the
Designated Percentage away from the then current NBB, or if no NBB, not more
than the Designated Percentage away from the last reported sale as reported by the
responsible single plan processor. In the event that the NBB (or if no NBB, the last
reported sale) increases to a level that would cause the bid interest of the Two-Sided
Obligation to be more than the Defined Limit away from the NBB (or if no NBB,
the last reported sale), or if the bid is executed or cancelled, the Market Maker shall
enter new bid interest at a price not more than the Designated Percentage away from
the then current NBB (or if no NBB, the last reported sale), or must be able to
identify to the Exchange current resting interest that satisfies the Two-Sided
Obligation.

Offer Quotations. At the time of entry of offer interest satisfying

the Two-Sided Obligation, the price of the offer interest shall be not more than the
Designated Percentage away from the then current NBO, or if no NBO, not more
than the Designated Percentage away from the last reported sale reported by the
responsible single plan processor. In the event that the NBO (or if no NBO, the last
reported sale) decreases to a level that would cause the offer interest of the Two-
Sided Obligation to be more than the Defined Limit away from the NBO (or if no
NBO, the last reported sale), or if the offer is executed or cancelled, the Market
Maker shall enter new offer interest at a price not more than the Designated
Percentage away from the then current NBO (or if no NBO, the last reported sale),
or must be able to identify to the Exchange current resting interest that satisfies the
Two-Sided Obligation.

The NBB and NBO, as defined in Rule 1.5, shall be determined by

the Exchange in accordance with its procedures for determining Protected
Quotations under Rule 600 of Regulation NMS.

For purposes of this Rule, the “Designated Percentage” shall be 8%

for Tier 1 NMS Stocks under the Limit Up-Limit Down Plan, 28% for Tier 2 NMS
Stocks under the Limit Up-Limit Down Plan with a price equal to or greater than
$1.00, and 30% for Tier 2 NMS Stocks under the Limit Up-Limit Down Plan with
a price less than $1.00, except that between 9:30 a.m. and 9:45 a.m. and between
3:35 p.m. and the close of trading, when Exchange Rule 11.16(e) is not in effect,
the Designated Percentage shall be 20% for Tier 1 NMS Stocks under the Limit
Up-Limit Down Plan, 28% for Tier 2 NMS Stocks under the Limit Up-Limit Down
Plan with a price equal to or greater than $1.00, and 30% for Tier 2 NMS Stocks
under the Limit Up-Limit Down Plan with a price less than $1.00.

For purposes of this Rule, the term “Defined Limit” shall be 9.5%
for Tier 1 NMS Stocks under the Limit Up-Limit Down Plan, 29.5% for Tier 2
NMS Stocks under the Limit Up-Limit Down Plan with a price equal to or greater
than $1.00, and 31.5% for Tier 2 NMS Stocks under the Limit Up-Limit Down Plan
with a price less than $1.00, except that between 9:30 a.m. and 9:45 a.m. and
between 3:35 p.m. and the close of trading, when Exchange Rule 11.16(e) is not in

158
effect, the Defined Limit shall be 21.5% for Tier 1 NMS Stocks under the Limit
Up-Limit Down Plan, 29.5% for Tier 2 NMS Stocks under the Limit Up-Limit
Down Plan with a price equal to or greater than $1.00, and 31.5% for Tier 2 NMS
Stocks under the Limit Up-Limit Down Plan with a price less than $1.00.

Nothing in this Rule shall preclude a Market Marker from quoting

at price levels that are closer to the NBBO than the levels required by this Rule.

The minimum quotation increment for quotations of $1.00 or above

shall be $0.01. The minimum quotation increment in the System for quotations
below $1.00 shall be $0.0001.

[Adopted December 15, 2011 (SR-EDGA-2011-29); amended November 13, 2014 (SR-EDGA-
2014-20); amended January 28, 2016 (SR-EDGA-2015-49)]

Compliance with Regulation NMS Plan to Implement a Tick Size Pilot Program

Paragraphs (a) and (b) of this Rule shall be in effect during a pilot period to coincide with the
pilot period for the Plan (including any extensions to the pilot period for the Plan).

Compliance with Quoting and Trading Restrictions

Member Compliance

Members shall establish, maintain and enforce written policies and procedures that
are reasonably designed to comply with the applicable quoting and trading requirements of
the Plan.

Exchange Compliance

The System will not display, quote or trade in violation of the applicable quoting
and trading requirements for a Pilot Security specified in the Plan and this Rule, unless
such quotation or transaction is specifically exempted under the Plan.

Pilot Securities That Drop Below $1.00 during the Pilot Period

If the price of a Pilot Security drops below $1.00 during regular trading hours on
any trading day, such Pilot Security will continue to be subject to the Plan and the
requirements enumerated in subparagraphs (4) through (6) below and will continue to trade
in accordance with such Rules. However, if the Closing Price of a Pilot Security on any
given trading day is below $1.00, such Pilot Security will be moved out of its Pilot Test
Group into the Control Group, and may then be quoted and traded at any price increment
that is currently permitted for the remainder of the Pilot Period. Notwithstanding anything
contained herein to the contrary, at all times during the Pilot Period, Pilot Securities
(whether in the Control Group or any Pilot Test Group) will continue to be subject to the
requirements contained in Paragraph (b).

Pilot Securities in Test Group One

159
No Member may display, rank, or accept from any person any displayable or non-
displayable bids or offers, orders, or indications of interest in any Pilot Security in Test
Group One in increments other than $0.05. However, orders priced to execute at the
midpoint of the national best bid and national best offer (“NBBO”) or best protected bid
and best protected offer (“PBBO”) and orders entered in a Participant-operated retail
liquidity program may be ranked and accepted in increments of less than $0.05. Pilot
Securities in Test Group One may continue to trade at any price increment that is currently
permitted by Rule 11.6(i), Minimum Price Variation.

Pilot Securities in Test Group Two

No Member may display, rank, or accept from any person any

displayable or non-displayable bids or offers, orders, or indications of interest in
any Pilot Security in Test Group Two in increments other than $0.05. However,
orders priced to execute at the midpoint of the NBBO or PBBO and orders entered
in a Participant-operated retail liquidity program may be ranked and accepted in
increments of less than $0.05.

Absent any of the exceptions listed in subparagraph (5)(C) below,

no member may execute orders in any Pilot Security in Test Group Two in price
increments other than $0.05. The $0.05 trading increment will apply to all trades,
including Brokered Cross Trades.

Pilot Securities in Test Group Two may trade in increments less than
$0.05 under the following circumstances:

(i) Trading may occur at the midpoint between the NBBO or

the PBBO;

(ii) Retail Investor Orders may be provided with price

improvement that is at least $0.005 better than the PBBO;

(iii) Negotiated Trades may trade in increments less than $0.05;

and

(iv) Executions of a customer order to comply with Exchange

Rule 12.6 following the execution of a proprietary trade by the member at
an increment other than $0.05, where such proprietary trade was permissible
pursuant to an exception under the Plan.

Pilot Securities in Test Group Three

No Member may display, rank, or accept from any person any

displayable or non-displayable bids or offers, orders, or indications of interest in
any Pilot Security in Test Group Three in increments other than $0.05. However,
orders priced to execute at the midpoint of the NBBO or PBBO and orders entered

160
in a Participant-operated retail liquidity program may be ranked and accepted in
increments of less than $0.05.

Absent any of the exceptions listed in subparagraph (6)(C) below,

no Member may execute orders in any Pilot Security in Test Group Three in price
increments other than $0.05. The $0.05 trading increment will apply to all trades,
including Brokered Cross Trades.

Pilot Securities in Test Group Three may trade in increments less

than $0.05 under the following circumstances:

(i) Trading may occur at the midpoint between the NBBO or

PBBO;

(ii) Retail Investor Orders may be provided with price

improvement that is at least $0.005 better than the PBBO;

(iii) Negotiated Trades may trade in increments less than $0.05;

and

(iv) Executions of a customer order to comply with Exchange

Rule 12.6 following the execution of a proprietary trade by the member at
an increment other than $0.05, where such proprietary trade was permissible
pursuant to an exception under the Plan.

Pilot Securities in Test Group Three will be subject to the following

Trade-at Prohibition:

(i) Absent any of the exceptions listed in subparagraph (D)(ii)

below, no Member that operates a Trading Center may execute a sell order
for a Pilot Security in Test Group Three at the price of a Protected Bid or
execute a buy order for a Pilot Security in Test Group Three at the price of
a Protected Offer during regular trading hours (“Trade-at Prohibition”).
Under the Trade-at Prohibition, a Member that operates a Trading Center
that is displaying a quotation, via either a processor or an SRO quotation
feed, that is at a price equal to the traded-at Protected Bid or Protected Offer
is permitted to execute orders at that level, but only up to the amount of its
displayed size. A Member that operates a Trading Center that was not
displaying a quotation at a price equal to the traded-at Protected Quotation,
via either a processor or an SRO quotation feed, is prohibited from price-
matching protected quotations unless an exception applies.

(ii) A Member that operates a Trading Center may execute a sell

order for a Pilot Security in Test Group Three at the price of a Protected Bid
or execute a buy order for a Pilot Security in Test Group Three at the price
of a Protected Offer under the following circumstances:

161
a. The order is executed within the same independent
aggregation unit of the Member that operates the Trading Center that
displayed the quotation via either a processor or an SRO Quotation
Feed, to the extent such member uses independent aggregation units,
at a price equal to the traded-at Protected Quotation that was
displayed before the order was received, but only up to the full
displayed size of that independent aggregation unit’s previously
displayed quote. A Trading Center that is displaying a quotation as
agent or riskless principal may only execute as agent or riskless
principal and a Trading Center displaying a quotation as principal
(excluding riskless principal) may execute as principal, agent or
riskless principal. “Independent aggregation unit” has the same
meaning as provided under Rule 200(f) of SEC Regulation SHO;

b. The order is of Block Size at the time of origin and may

not be:

1. an aggregation of non-block orders;

2. broken into orders smaller than Block Size prior

to submitting the order to a Trading Center for execution; or

3. executed on multiple Trading Centers;

c. The order is a Retail Investor Order executed with at least

$0.005 price improvement;

d. The order is executed when the Trading Center displaying

the Protected Quotation that was traded at was experiencing a
failure, material delay, or malfunction of its systems or equipment;

e. The order is executed as part of a transaction that was not

a “regular way” contract;

f. The order is executed as part of a single-priced opening,

reopening, or closing transaction by the Trading Center;

g. The order is executed when a Protected Bid was priced

higher than a Protected Offer in the Pilot Security;

h. The order is identified as a Trade-at Intermarket Sweep

Order;

i. The order is executed by a Trading Center that

simultaneously routed Trade-at Intermarket Sweep Orders to

162
execute against the full displayed size of a Protected Quotation with
a price that is better than or equal to the limit price of the limit order
identified as a Trade-at Intermarket Sweep Order;

j. The order is executed as part of a Negotiated Trade;

k. The order is executed when the Trading Center displaying

the Protected Quotation that was traded at had displayed, within one
second prior to execution of the transaction that constituted the
Trade-at, a Best Protected Bid or Best Protected Offer, as applicable,
for the Pilot Security with a price that was inferior to the price of the
Trade-at transaction;

l. The order is executed by a Trading Center which, at the

time of order receipt, the Trading Center had guaranteed an
execution at no worse than a specified price (a “stopped order”),
where:

1. The stopped order was for the account of a

customer;

2. The customer agreed to the specified price on an

order-by-order basis; and

3. The price of the Trade-at transaction was, for a

stopped buy order, equal to or less than the National Best
Bid in the Pilot Security at the time of execution or, for a
stopped sell order, equal to or greater than the National Best
Offer in the Pilot Security at the time of execution, as long
as such order is priced at an acceptable increment;

m. The order is for a fractional share of a Pilot Security,

provided that such fractional share order was not the result of
breaking an order for one or more whole shares of a Pilot Security
into orders for fractional shares or was not otherwise effected to
evade the requirements of the Trade-at Prohibition or any other
provisions of the Plan; or

n. The order is to correct a bona fide error, which is recorded

by the Trading Center in its error account. A bond fide error is
defined as:

1. The inaccurate conveyance or execution of any

term of an order including, but not limited to, price, number
of shares or other unit of trading; identification of the
security; identification of the account for which securities

163
are purchased or sold; lost or otherwise misplaced order
tickets; short sales that were instead sold long or vice versa;
or the execution of an order on the wrong side of a market;

2. The unauthorized or unintended purchase, sale, or

allocation of securities, or the failure to follow specific client
instructions;

3. The incorrect entry of data into relevant systems,

including reliance on incorrect cash positions, withdrawals,
or securities positions reflected in an account; or

4. A delay, outage, or failure of a communication

system used to transmit market data prices or to facilitate the
delivery or execution of an order.

Operation of Certain Exceptions to Tick Size Pilot Program

Trade-at Requirement

(i) “Trade-at Intermarket Sweep Order” means a limit order for

a Pilot Security that meets the following requirements:

1. When routed to a Trading Center, the limit order is

identified as a Trade-at Intermarket Sweep Order; and

2. Simultaneously with the routing of the limit order

identified as a Trade-at Intermarket Sweep Order, one or more
additional limit orders, as necessary, are routed to execute against
the full size of any protected bid, in the case of a limit order to sell,
or the full displayed size of any protected offer, in the case of a limit
order to buy, for the Pilot Security with a price that is better than or
equal to the limit price of the limit order identified as a Trade-at
Intermarket Sweep Order. These additional routed orders also must
be marked as Trade-at Intermarket Sweep Orders.

Interpretations and Policies

.01 The terms used in this Rule 11.21 shall have the same meaning as provided in the Plan,
unless otherwise specified.

.02 No Member shall break an order into smaller orders or otherwise effect or execute an order
to evade the requirements of the Trade-at Prohibition of this Rule or any other provisions of the
Plan.

Compliance with Data Collection Requirements

164
Policies and Procedures Requirement. A Member that operates a Trading
Center shall establish, maintain and enforce written policies and procedures that are
reasonably designed to comply with the data collection and transmission requirements of
Items I and II of Appendix B of the Plan, and a Member that is a Market Maker shall
establish, maintain and enforce written policies and procedures that are reasonably
designed to comply with the data collection and transmission requirements of Item IV of
Appendix B of the Plan and Item I of Appendix C of the Plan.

The Exchange shall collect and transmit to the SEC the data described in
Items I and II of Appendix B of the Plan relating to trading activity in Pre-Pilot Securities
and Pilot Securities on a Trading Center operated by the Exchange. The Exchange shall
transmit such data to the SEC in a pipe delimited format, on a disaggregated basis by
Trading Center, within 30 calendar days following month end for:

Each Pre-Pilot Data Collection Security for the period beginning six
months prior to the Pilot Period through thirty-one days prior to the first day of the
Pilot Period; and

Each Pilot Security for the period beginning thirty days prior to the
first day of the Pilot Period through six months after the end of the Pilot Period.

The Exchange also shall make such data publicly available on the Exchange web site within 120
calendar days following month end at no charge and shall not identify the Member that generated
the data.

Daily Market Maker Participation Statistics Requirement

A Member that is a Market Maker shall collect and transmit to their

DEA data relating to Item IV of Appendix B of the Plan, with respect to activity
conducted on any Trading Center in Pre-Pilot Securities and Pilot Securities in
furtherance of its status as a Market Maker, including a Trading Center that
executes trades otherwise than on a national securities exchange, for transactions
that have settled or reached settlement date. Market Makers shall transmit such data
in a format required by their DEA by 12:00 p.m. EST on T+4:

(i) For transactions in each Pre-Pilot Data Collection Security

for the period beginning six months prior to the Pilot Period through thirty-
one days prior to the first day of the Pilot Period; and

(ii) For transactions in each Pilot Security for the period

beginning thirty days prior to the first day of the Pilot Period through six
months after the end of the Pilot Period.

A Member that is a Market Maker whose DEA is not a Participant

to the Plan shall transmit the data collected pursuant to paragraph (3)(A) above to
the Financial Industry Regulatory Authority, Inc. (“FINRA”). Market Makers shall
transmit such data in a format required by FINRA by 12:00 p.m. EST on T+4 in
accordance with paragraphs (3)(A)(i) and (ii) above.

165
The Exchange shall transmit the data collected by the DEA or
FINRA pursuant to paragraphs (3)(A) and (B) above relating to Market Maker
activity on a Trading Center operated by the Exchange to the SEC in a pipe
delimited format within 30 calendar days following month end. The Exchange shall
also make such data publicly available on the Exchange web site within 120
calendar days following month end at no charge and shall not identify the Trading
Center that generated the data.

Market Maker Profitability

A Member that is a Market Maker shall collect and transmit to their

DEA the data described in Item I of Appendix C of the Plan with respect to
executions on any Trading Center that have settled or reached settlement date.
Market Makers shall transmit such data in a format required their DEA by 12:00
p.m. EST on T+4 for executions during and outside of Regular Trading Hours in
each:
(i) Pre-Pilot Data Collection Security for the period beginning
six months prior to the Pilot Period through thirty-one days prior to the first
day of the Pilot Period; and

(ii) Pilot Security for the period beginning thirty days prior to
the first day of the Pilot Period through six months after the end of the Pilot
Period.

A Member that is a Market Maker whose DEA is not a Participant

to the Plan shall transmit the data collected pursuant to paragraph (4)(A) above to
FINRA. Market Makers shall transmit such data in a format required by FINRA by
12:00 p.m. EST on T+4 for executions during and outside of Regular Trading Hours
in accordance with paragraphs (4)(A)(i) and (ii) above.

Market Maker Registration Statistics. The Exchange shall collect and

transmit to the SEC the data described in Item III of Appendix B of the Plan relating to
daily Market Maker registration statistics in a pipe delimited format within 30 calendar
days following month end for:

For transactions in each Pre-Pilot Data Collection Security for the

period beginning six months prior to the Pilot Period through the trading day
immediately preceding the Pilot Period; and

For transactions in each Pilot Security for the period beginning on

the first day of the Pilot Period through six months after the end of the Pilot Period.

The Exchange also shall make such data publicly available on the Exchange web site within 120
calendar days following month end at no charge.

Interpretations and Policies

166
.01 The terms used in this Rule 11.27 shall have the same meaning as provided in the Plan,
unless otherwise specified.

.02 For purposes of the reporting requirement in Appendix [Link].(n), a Trading Center shall
report “Y” to their DEA where it is relying upon the Retail Investor Order exception to Test Groups
Two and Three, and “N” in all other instances.

.03 For purposes of Appendix B.I, the field “Affected by Limit-Up Limit-Down bands” shall
be included. A Trading Center shall report a value of “Y” to their DEA when the ability of an order
to execute has been affected by the Limit-Up Limit-Down (LULD) bands in effect at the time of
order receipt. A Trading Center shall report a value of “N” to their DEA when the ability of an
order to execute has not been affected by the LULD bands in effect at the time of order receipt.
For purposes of Appendix B.I, the Participants shall classify all orders in Pilot and Pre-Pilot
Securities that may trade in a foreign market as: (1) fully executed domestically or (2) fully or
partially executed on a foreign market. For purposes of Appendix [Link], the Participants shall
classify all orders in Pilot and Pre-Pilot Securities that may trade in a foreign market as: (1) directed
to a domestic venue for execution; (2) may only be directed to a foreign venue for execution; or
(3) fully or partially directed to a foreign venue at the discretion of the Member.

.04 (a) For purposes of Appendix B.I.a(14), B.I.a(15), B.I.a(21) and B.I.a(22), the time
ranges shall be changed as follows:

Appendix B.I.a(14A): The cumulative number of shares of orders executed

from 100 microseconds to less than 1 millisecond after the time of order receipt;

Appendix B.I.a(15): The cumulative number of shares of orders executed

from 1 millisecond to less than 100 milliseconds after the time of order receipt;

Appendix B.I.a(21A): The cumulative number of shares of orders canceled

from 100 microseconds to less than 1 millisecond after the time of order receipt; and

Appendix B.I.a(22): The cumulative number of shares of orders canceled

from 1 millisecond to less than 100 milliseconds after the time of order receipt.

For purposes of Appendix B.I.a(21) through B.I.a(27), unexecuted Immediate or

Cancel orders shall be categorized separately irrespective of the duration of time after order receipt.

.05 For purposes of Appendix B.I.a(31)-(33), the relevant measurement is the time of order
receipt.

.06 For purposes of Appendix B, the following order types and numbers shall be included and
assigned the following numbers: “not held” orders (18); clean cross orders (19); auction orders
(20); and orders that cannot otherwise be classified, including orders received when the NBBO is
crossed (21); and limit orders priced more than $0.10 away from the NBBO (22). For purposes of
order types 12-14 in Appendix B, such order types shall include all orders and not solely “resting”
orders.

167
.07 A Member shall not be deemed a Trading Center for purposes of Appendix B of the Plan
where that Member only executes orders otherwise than on a national securities exchange for the
purpose of: (i) correcting a bona fide error related to the execution of a customer order; (ii)
purchases a security from a customer at a nominal price solely for purposes of liquidating the
customer’s position; or (iii) completing the fractional share portion of an order.

.08 A Trading Center shall begin the data collection required pursuant to Appendix B.I.a(1)
through [Link].(y) of the Plan and Item I of Appendix C of the Plan on April 4, 2016. The
requirement that the Exchange or their DEA provide information to the SEC within 30 days
following month end pursuant to Appendix B and C of the Plan shall commence at the beginning
of the Pilot Period. Notwithstanding the provisions of paragraphs (b)(2), (b)(3) and (b)(5) of this
Rule, with respect to data for the Pre-Pilot Period and Pilot Period, the requirement that the
Exchange or DEA make Appendix B data publicly available on their website shall commence on
August 31, 2017. Notwithstanding the provisions of paragraph (b)(4) of this Rule, the Exchange
or DEA shall make Appendix C data for the Pre-Pilot Period through January 2017 publicly
available on their website by February 28, 2017.

.09 For purposes of Appendix [Link], the count of the number of Market Makers used in the
calculation of share (trade) participation shall be added to each category. For purposes of
Appendix [Link](b) and (c), share participation and trade participation shall be calculated by using
a total count instead of a share-weighted average or a trade-weighted average. For purposes of
Appendix B, [Link](d) (cross-quote share (trade) participation), (e) (inside-the-quote share (trade)
participation), (f) (at-the-quote share (trade) participation), and (g) (outside-the-quote share (trade)
participation), shall be calculated by reference to the National Best Bid or National Best Offer in
effect immediately prior to the trade.

.10 For purposes of Item I of Appendix C, the Participants shall calculate daily Market Maker
realized profitability statistics for each trading day on a daily last in, first out (LIFO) basis using
reported trade price and shall include only trades executed on the subject trading day. The daily
LIFO calculation shall not include any positions carried over from previous trading days. For
purposes of Item I.c of Appendix C, the Participants shall calculate daily Market Maker unrealized
profitability statistics for each trading day on an average price basis. Specifically, the Participants
must calculate the volume weighted average price of the excess (deficit) of buy volume over sell
volume for the current trading day using reported trade price. The gain (loss) of the excess (deficit)
of buy volume over sell volume shall be determined by using the volume weighted average price
compared to the closing price of the security as reported by the primary listing exchange. In
calculating unrealized trading profits, the Participant also shall report the number of excess
(deficit) shares held by the Market Maker, the volume weighted average price of that excess
(deficit), and the closing price of the security as reported by the primary listing exchange used in
reporting unrealized profit.

.11 “Pre-Pilot Data Collection Securities” are the securities designated by the Participants for
purposes of the data collection requirements described in Items I, II and IV of Appendix B and
Item I of Appendix C of the Plan for the period beginning six months prior to the Pilot Period
through thirty-one days prior to the Pilot Period. The Participants shall compile the list of Pre-Pilot
Data Collection Securities by selecting all NMS stocks with a market capitalization of $5 billion

168
or less, a Consolidated Average Daily Volume (CADV) of 2 million shares or less and a closing
price of $1 per share or more. The market capitalization and the closing price thresholds shall be
applied to the last day of the Pre-Pilot measurement period, and the CADV threshold shall be
applied to the duration of the Pre-Pilot measurement period. The Pre-Pilot measurement period
shall be the three calendar months ending on the day when the Pre-Pilot Data Collection Securities
are selected. The Pre-Pilot Data Collection Securities shall be selected thirty days prior to the
commencement of the six-month Pre-Pilot Period.

This section sets forth the Exchange’s specific procedures for handling, executing, re-
pricing and displaying of certain order types and order type instructions applicable to Pilot
Securities in the Control Group and Test Groups One, Two, and Three.

(1) Market Orders. For purposes of determining whether a Market Order’s

execution price is more than 5 percent worse than the NBBO under Rule 11.8(a)(7), the
execution price for a buy (sell) order will be rounded down (up) to the nearest permissible
increment.

(2) Market Peg. The System will not accept orders with a Market Peg
instruction, regardless of price.

(3) MidPoint Peg Orders. MidPoint Peg Orders may not be alternatively
pegged to one minimum price variation inside the same side of the NBBO as the order.

(4) Discretionary Range. The System will not accept orders with a
Discretionary Range, regardless of price.

(5) Market Maker Peg Orders. Pursuant to Rule 11.8(f), a Market Maker Peg
Order is automatically priced by the System at the Designated Percentage (as defined in
Rule 11.20(d)(2)(D)) away from the then current NBB and NBO, or if no NBB or NBO, at
the Designated Percentage away from the last reported sale from the responsible single
plan processor in order to comply with the quotation requirements for Market Makers set
forth in Rule 11.20(d). Should the above pricing result in a Market Maker Peg Order being
priced at an increment other than $0.05, the System will round an order to buy (sell) up
(down) to the nearest permissible increment.

(6) Supplemental Peg Orders. The System will not accept Supplemental Peg
Orders, regardless of price.

(7) Display-Price Sliding. Orders subject to Display-Price Sliding that are

unexecutable at the Locking Price will be ranked at the midpoint of the NBBO in the EDGA
Book and displayed by the System one minimum price variation below the current NBO
(for bids) or one minimum price variation above the current NBB (for offers). Orders
subject to Display-Price Sliding that are only to be adjusted once and not multiple times
will be cancelled in the event the NBBO widens and a contra-side order with a Non-
Displayed instruction is resting on the EDGA Book at the price to which the order subject
to Display-Price Sliding would be adjusted.

169
[Adopted March 15, 2016 (SR-BatsEDGA-2016-01); amended April 7, 2016 (SR-BatsEDGA-
2016-04); amended June 1, 2016 (SR-BatsEDGA-2016-08); amended August 26, 2016 (SR-
BatsEDGA-2016-21); amended September 1, 2016 (SR-BatsEDGA-2016-15); amended
November 30, 2016 (SR-BatsEDGA-2016-30); amended December 16, 2016 (SR-BatsEDGA-
2016-28); amended February 28, 2017 (SR-BatsEDGA-201705); amended April 28, 2017 (SR-
BatsEDGA-2017-08)]

170
TRADING PRACTICE RULES

Market Manipulation

No Member shall execute or cause to be executed or participate in an account for which there are
executed purchases of any security at successively higher prices, or sales of any security at
successively lower prices, for the purpose of creating or inducing a false, misleading or artificial
appearance of activity in such security on the Exchange or for the purpose of unduly or improperly
influencing the market price for such security or for the purpose of establishing a price which does
not reflect the true state of the market in such security.

Fictitious Transactions

No Member, for the purpose of creating or inducing a false or misleading appearance of activity
in a security traded on the Exchange or creating or inducing a false or misleading appearance with
respect to the market in such security shall:

execute any transaction in such security which involves no change in the beneficial
ownership thereof, or

enter any order or orders for the purchase of such security with the knowledge that
an order or orders of substantially the same size, and at substantially the same price, for the sale
of such security, has been or will be entered by or for the same or different parties, or

enter any order or orders for the sale of any such security with the knowledge that
an order or orders of substantially the same size, and at substantially the same price, for the
purchase of such security, has been or will be entered by or for the same or different parties.

Excessive Sales by a Member

No Member shall execute purchases or sales in any security traded on the Exchange for any
account in which such Member is directly or indirectly interested, which purchases or sales are
excessive in view of the Member’s financial resources or in view of the market for such security.

Manipulative Transactions

No Member shall participate or have any interest, directly or indirectly, in the

profits of a manipulative operation or knowingly manage or finance a manipulative operation.

Any pool, syndicate or joint account organized or used intentionally for the purpose
of unfairly influencing the market price of a security shall be deemed to be a manipulative
operation.

The solicitation of subscriptions to or the acceptance of discretionary orders from

any such pool, syndicate or joint account shall be deemed to be managing a manipulative operation.

171
The carrying on margin of a position in such security or the advancing of credit
through loans to any such pool, syndicate or joint account shall be deemed to be financing a
manipulative operation.

Dissemination of False Information

No Member shall make any statement or circulate and disseminate any information concerning
any security traded on the Exchange which such Member knows or has reasonable grounds for
believing is false or misleading or would improperly influence the market price of such security.

Prohibition Against Trading Ahead of Customer Orders

Except as provided herein, a Member that accepts and holds an order in an equity
security from its own customer or a customer of another broker-dealer without immediately
executing the order is prohibited from trading that security on the same side of the market for its
own account at a price that would satisfy the customer order, unless it immediately thereafter
executes the customer order up to the size and at the same or better price at which it traded for its
own account.

A Member must have a written methodology in place governing the execution and priority
of all pending orders that is consistent with the requirements of this Rule. A Member also must
ensure that this methodology is consistently applied.

Interpretations and Policies

.01 Large Orders and Institutional Account Exceptions. With respect to orders for customer
accounts that meet the definition of an “institutional account” or for orders of 10,000 shares or
more (unless such orders are less than $100,000 in value), a Member is permitted to trade a security
on the same side of the market for its own account at a price that would satisfy such customer
order, provided that the Member has provided clear and comprehensive written disclosure to such
customer at account opening and annually thereafter that:

discloses that the Member may trade proprietarily at prices that would satisfy the
customer order, and

provides the customer with a meaningful opportunity to opt in to the Rule 12.6
protections with respect to all or any portion of its order.

If the customer does not opt in to the Rule 12.6 protections with respect to all or any portion of its
order, the Member may reasonably conclude that such customer has consented to the Member
trading a security on the same side of the market for its own account at a price that would satisfy
the customer’s order.

In lieu of providing written disclosure to customers at account opening and annually thereafter, a
Member may provide clear and comprehensive oral disclosure to and obtain consent from the
customer on an order-by-order basis, provided that the Member documents who provided such
consent and such consent evidences the customer’s understanding of the terms and conditions of
the order.

172
For purposes of this Rule, “institutional account” shall mean the account of:

a bank, savings and loan association, insurance company or registered

investment company;

an investment adviser registered either with the SEC under Section 203 of
the Investment Advisers Act or with a state securities commission (or any agency or office
performing like functions); or

any other person (whether a natural person, corporation, partnership, trust

or otherwise) with total assets of at least $50 million.

.02 No Knowledge Exception.

With respect to NMS stocks (as defined in Rule 600 of Regulation NMS), if a
Member implements and utilizes an effective system of internal controls, such as appropriate
information barriers, that operate to prevent one trading unit from obtaining knowledge of
customer orders held by a separate trading unit, those other trading units trading in a proprietary
capacity may continue to trade at prices that would satisfy the customer orders held by the separate
trading unit. A Member that structures its order handling practices in NMS stocks to permit its
proprietary and/or market-making desk to trade at prices that would satisfy customer orders held
by a separate trading unit must disclose in writing to its customers, at account opening and annually
thereafter, a description of the manner in which customer orders are handled by the Member and
the circumstances under which the Member may trade proprietarily at its proprietary and/or
market-making desk at prices that would satisfy the customer order.

If a Member implements and utilizes appropriate information barriers in reliance

on this exception, the Member must uniquely identify such information barriers in place at the
department within the Member where the order was received or originated. Appropriate
information barriers must, at minimum, comply with the requirements set forth in Rule 5.5.

Members must maintain records that indicate which orders rely on the No-
Knowledge Exception and submit these records to the Exchange upon request.

.03 Riskless Principal Exception. The obligations under this Rule shall not apply to a
Member’s proprietary trade if such proprietary trade is for the purposes of facilitating the
execution, on a riskless principal basis, of an order from a customer (whether its own customer or
the customer of another broker-dealer) (the “facilitated order”), provided that the Member:

submits a report, contemporaneously with the execution of the facilitated order,

identifying the trade as riskless principal to the Exchange (or another self-regulatory organization
if not required under Exchange rules); and

has written policies and procedures to ensure that riskless principal transactions for
which the Member is relying upon this exception comply with applicable Exchange rules. At a
minimum these policies and procedures must require that the customer order was received prior to
the offsetting principal transaction, and that the offsetting principal transaction is at the same price

173
as the customer order exclusive of any markup or markdown, commission equivalent or other fee
and is allocated to a riskless principal or customer account in a consistent manner and within 60
seconds of execution.

A Member must have supervisory systems in place that produce records that enable the Member
and the Exchange to reconstruct accurately, readily, and in a time-sequenced manner all facilitated
orders for which the Member relies on this exception.

.04 ISO Exception. A Member shall be exempt from the obligation to execute a customer order
in a manner consistent with this Rule with regard to trading for its own account that is the result
of an intermarket sweep order (“ISO”) routed in compliance with Rule 600(b)(30)(ii) of Regulation
NMS where the customer order is received after the Member routed the ISO. Where a Member
routes an ISO to facilitate a customer order and that customer has consented to not receiving the
better prices obtained by the ISO, the Member also shall be exempt with respect to any trading for
its own account that is the result of the ISO with respect to the consenting customer’s order.

.05 Odd Lot and Bona Fide Error Transaction Exceptions. The obligations under this Rule
shall not apply to a Member’s proprietary trade that is: (1) to offset a customer order that is an
amount less than a normal unit of trading; or (2) to correct a bona fide error. Members are required
to demonstrate and document the basis upon which a transaction meets the bona fide error
exception.

For purposes of this Rule, a bona fide error is:

the inaccurate conveyance or execution of any term of an order, including, but not
limited to, price, number of shares or other unit of trading; identification of the security;
identification of the account for which securities are purchased or sold; lost or otherwise misplaced
order tickets; short sales that were instead sold long or vice versa; or the execution of an order on
the wrong side of the market;

the unauthorized or unintended purchase, sale, or allocation of securities or the

failure to follow specific client instructions;

the incorrect entry of data into relevant systems, including reliance on incorrect
cash positions, withdrawals, or securities positions reflected in an account; or

a delay, outage, or failure of a communication system used to transmit market data

prices or to facilitate the delivery or execution of an order.

.06 Minimum Price Improvement Standards. The minimum amount of price improvement
necessary for a Member to execute an order on a proprietary basis when holding an unexecuted
limit order in that same security, and not be required to execute the held limit order is as follows:

For customer limit orders priced greater than or equal to $1.00, the minimum
amount of price improvement required is $0.01 for NMS stocks;

174
For customer limit orders priced greater than or equal to $0.01 and less than $1.00,
the minimum amount of price improvement required is the lesser of $0.01 or one-half (1/2) of the
current inside spread;

For customer limit orders priced less than $0.01 but greater than or equal to $0.001,
the minimum amount of price improvement required is the lesser of $0.001 or one-half (1/2) of
the current inside spread;

For customer limit orders priced less than $0.001 but greater than or equal to
$0.0001, the minimum amount of price improvement required is the lesser of $0.0001 or one-half
(1/2) of the current inside spread;

For customer limit orders priced less than $0.0001 but greater than or equal to
$0.00001, the minimum amount of price improvement required is the lesser of $0.00001 or one-
half (1/2) of the current inside spread;

For customer limit orders priced less than $0.00001, the minimum amount of price
improvement required is the lesser of $0.000001 or one-half (1/2) of the current inside spread; and

For customer limit orders priced outside the best inside market, the minimum
amount of price improvement required must either meet the requirements set forth above or the
Member must trade at a price at or inside the best inside market for the security.

In addition, if the minimum price improvement standards above would trigger the protection of a
pending customer limit order, any better-priced customer limit order(s) must also be protected
under this Rule, even if those better-priced limit orders would not be directly triggered under the
minimum price improvement standards above.

.07 Order Handling Procedures. A Member must make every effort to execute a marketable
customer order that it receives fully and promptly. A Member that is holding a customer order
that is marketable and has not been immediately executed must make every effort to cross such
order with any other order received by the Member on the other side of the market up to the size
of such order at a price that is no less than the best bid and no greater than the best offer at the time
that the subsequent order is received by the Member and that is consistent with the terms of the
orders. In the event that a Member is holding multiple orders on both sides of the market that have
not been executed, the Member must make every effort to cross or otherwise execute such orders
in a manner that is reasonable and consistent with the objectives of this Rule and with the terms of
the orders. A Member can satisfy the crossing requirement by contemporaneously buying from
the seller and selling to the buyer at the same price.

.08 Trading Outside Normal Market Hours. Members generally may limit the life of a
customer order to the period of normal market hours of 9:30 a.m. to 4:00 p.m. Eastern Time.
However, if the customer and Member agree to the processing of the customer’s order outside
normal market hours, the protections of this Rule shall apply to that customer’s order at all times
the customer order is executable by the Member.

[Adopted March 12, 2010; amended April 23, 2014 (SR-EDGA-2014-007)]

175
Joint Activity

No Member, directly or indirectly, shall hold any interest or participation in any joint account for
buying or selling in a security traded on the Exchange, unless such joint account is promptly
reported to the Exchange. The report should contain the following information for each account:

the name of the account, with names of all participants and their respective interests
in profits and losses;

a statement regarding the purpose of the account;

the name of the Member carrying and clearing the account; and

a copy of any written agreement or instrument relating to the account.

Influencing the Consolidated Tape

No Member shall attempt to execute a transaction or transactions to buy or sell a security for the
purpose of influencing any report appearing on the Consolidated Tape.

Trade Shredding

No Member or associated person of a Member may engage in “trade shredding”. Trade shredding
is conduct that has the intent or effect of splitting any order into multiple smaller orders for
execution or any execution into multiple smaller executions for the primary purpose of maximizing
a monetary or in-kind amount to be received by the Member or associated person of a Member as
a result of the execution of such orders or the transaction reporting of such executions. For
purposes of this Rule 12.9, “monetary or in-kind amount” shall be defined to include, but not be
limited to, any credits, commissions, gratuities, payments for or rebates of fees, or any other
payments of value to the Member or associated person of a Member.

Options

No Member shall initiate the purchase or sale on the Exchange for its own account,
or for any account in which it is directly or indirectly interested, of any stock of any issuer in which
it holds or has granted any put, call, straddle or option; provided, however, that this prohibition
shall not be applicable in respect of any option issued by The Options Clearing Corporation.

No Member acting as an odd-lot dealer shall become interested directly or

indirectly, in a pool dealing or trading in the stock of any issuer in which it is an odd-lot dealer,
nor shall it acquire or grant directly or indirectly, any option to buy or sell, receive or deliver shares
of stock of any issuer in which such Member is an odd-lot dealer, unless such option is issued by
The Options Clearing Corporation.

176
Best Execution

In executing customer orders, a Member is not a guarantor of “best execution” but must use the
care of a reasonably prudent person in the light of all circumstances deemed relevant by the
Member and having regard for the Member’s brokerage judgment and experience.

Interpretations and Policies

.01 As part of a Member’s fiduciary obligation to provide best execution for its customer limit
orders, the Member shall refer to, and comply with, Rule 604 promulgated under the Act.

Publication of Transactions and Changes

The Exchange shall cause to be disseminated for publication on the Consolidated

Tape all last sale price reports of transactions executed through the facilities of the Exchange
pursuant to the requirements of an effective transaction reporting plan approved by the
Commission.

To facilitate the dissemination of such last sale price reports, each Member shall
cause to be reported to the Exchange, as promptly as possible after execution, all information
concerning each transaction required by the effective transaction reporting plan.

An official of the Exchange shall approve any corrections to reports transmitted

over the consolidated tape. Any such corrections shall be made within one day after detection of
the error.

Trading Ahead of Research Reports

No Member shall use any facility of the Exchange to establish, increase, decrease
or liquidate an inventory position in a security based on non-public advance knowledge of the
content or timing of a research report in that security.

Members must establish, maintain and enforce policies and procedures reasonably
designed to restrict or limit the information flow between research department personnel, or other
persons with knowledge of the content or timing of a research report, and trading department
personnel, so as to prevent trading department personnel from utilizing non-public advance
knowledge of the issuance or content of a research report for the benefit of the Member or any
other person.

Front Running of Block Transactions

Members and persons associated with a Member shall comply with FINRA Rule
5270 as if such Rule were part of the Exchange’s rules.

Front Running of Non-Block Transactions. Although the prohibitions in FINRA

Rule 5270 are limited to imminent block transactions, the front running of other types of orders
that place the financial interests of the Member or persons associated with a Member ahead of

177
those of its customer or the misuse of knowledge of an imminent customer order may violate other
Exchange rules, including Rule 3.1 and Rule 12.6, or provisions of the federal securities laws.

[Adopted October 9, 2013 (SR-EDGA-2013-29)]

Disruptive Quoting and Trading Activity Prohibited

No Member shall engage in or facilitate disruptive quoting and trading activity on the Exchange,
as described in Interpretation and Policies .01 and .02 of this Rule, including acting in concert with
other persons to effect such activity.

Interpretations and Policies

.01 For purposes of this Rule, disruptive quoting and trading activity shall include a frequent
pattern in which the following facts are present:

Disruptive Quoting and Trading Activity Type 1:

a party enters multiple limit orders on one side of the market at various
price levels (the “Displayed Orders”); and

following the entry of the Displayed Orders, the level of supply and
demand for the security changes; and

the party enters one or more orders on the opposite side of the market of
the Displayed Orders (the “Contra-Side Orders”) that are subsequently executed; and

following the execution of the Contra-Side Orders, the party cancels the
Displayed Orders.

Disruptive Quoting and Trading Activity Type 2:

a party narrows the spread for a security by placing an order inside the
NBBO; and

the party then submits an order on the opposite side of the market that
executes against another market participant that joined the new inside market established
by the order described in paragraph (b)(1).

.02 Applicability. For purposes of this Rule, disruptive quoting and trading activity shall
include a frequent pattern in which the facts listed above are present. Unless otherwise indicated,
the order of the events indicating the pattern does not modify the applicability of the Rule. Further,
disruptive quoting and trading activity includes a pattern or practice in which all of the quoting
and trading activity is conducted on the Exchange as well as a pattern or practice in which some
portion of the quoting or trading activity is conducted on the Exchange and the other portions of
the quoting or trading activity is conducted on one or more other exchanges.

[Adopted March 31, 2016 (SR-BatsEDGA-2016-03)]

178
MISCELLANEOUS PROVISIONS

Comparison and Settlement Requirements

Every Member who is a Member of a qualified clearing agency shall implement

comparison and settlement procedures under the rules of such entity and every Member who is not
such a Member shall implement comparison and settlement procedures which conform to the
comparison and settlement requirements of the National Association of Securities Dealers Uniform
Practice Code.

For purposes of this Rule, a qualified clearing agency shall mean a clearing agency
(as defined in the Act) which has agreed to supply the Exchange with data reasonably requested
in order to permit the Exchange to enforce compliance by its Members and Member organizations
with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange.

Anything contained in paragraph (a) to the contrary notwithstanding, the Board

may extend or postpone the time of the delivery of an Exchange transaction whenever, in its
opinion, such action is called for by the public interest, by just and equitable principles of trade or
by the need to meet unusual conditions. In such case, delivery shall be effected at such time, place
and manner as directed by the Board.

Short Sale Borrowing and Delivery Requirements

Borrowing and deliveries shall be effected in accordance with Rule 203 of Regulation SHO, under
the Exchange Act. The Exchange incorporates by reference Rules 200 (17 CFR 242.200) and 203
(17 CFR 242.203) of Regulation SHO, to this Rule 13.2, as if they were fully set forth herein.

Forwarding of Proxy and Other Issuer-Related Materials

A Member when so requested by an issuer and upon being furnished with: (1)
sufficient copies of proxy materials, annual reports, information statements or other material
required by law to be sent to security holders periodically, and (2) satisfactory assurance that it
will be reimbursed by such issuer for all out-of-pocket expenses, including reasonable clerical
expenses, shall transmit promptly to each beneficial owner of securities (or the beneficial owner’s
designated investment adviser as defined in Interpretation and Policy .01 to this Rule) of such
issuer which are in its possession and control and registered in a name other than the name of the
beneficial owner all such material furnished. In the event of a proxy solicitation, such material
shall include a signed proxy indicating the number of shares held for such beneficial owner and
bearing a symbol identifying the proxy with proxy records maintained by the Member, and a letter
informing the beneficial owner (or the beneficial owner's designated investment adviser) of the
time limit and necessity for completing the proxy form and forwarding it to the person soliciting
proxies prior to the expiration of the time limit in order for the shares to be represented at the
meeting. A Member shall furnish a copy of the symbols to the person soliciting the proxies and
shall also retain a copy thereof pursuant to the provisions of Exchange Act Rule 17a-4. This
paragraph shall not apply to beneficial owners residing outside of the United States of America
though Members may voluntarily comply with the provisions hereof in respect of such persons if
they so desire.

179
No Member shall give a proxy to vote stock that is registered in its name, unless:
(i) such Member is the beneficial owner of such stock; (ii) such proxy is given pursuant to the
written instructions of the beneficial owner; or (iii) such proxy is given pursuant to the rules of any
national securities exchange or association of which it is a member provided that the records of
the Member clearly indicate the procedure it is following.

Notwithstanding the foregoing, a Member that is not the beneficial owner of a

security registered under Section 12 of the Exchange Act is prohibited from granting a proxy to
vote the security in connection with a shareholder vote on the election of a member of the board
of directors of an issuer (except for a vote with respect to uncontested election of a member of the
board of directors of any investment company registered under the Investment Company Act of
1940), executive compensation, or any other significant matter, as determined by the Commission,
by rule, unless the beneficial owner of the security has instructed the Member to vote the proxy in
accordance with the voting instructions of the beneficial owner.

Notwithstanding the foregoing, a Member may give a proxy to vote any stock
registered in its name if such Member holds such stock as executor, administrator, guardian,
trustee, or in a similar representative or fiduciary capacity with authority to vote. A Member that
has in its possession or within its control stock registered in the name of another Member and that
desires to transmit signed proxies pursuant to the provisions of paragraph (a) of this Rule, shall
obtain the requisite number of signed proxies from such holder of record. Notwithstanding the
foregoing: (1) any Member designated by a named Employee Retirement Income Security Act of
1974 (as amended) (“ERISA”) Plan fiduciary as the investment manager of stock held as assets of
the ERISA Plan may vote the proxies in accordance with the ERISA Plan fiduciary responsibilities
if the ERISA Plan expressly grants discretion to the investment manager to manage, acquire, or
dispose of any plan asset and has not expressly reserved the proxy voting right for the named
ERISA Plan fiduciary; and (2) any designated investment adviser may vote such proxies.

Interpretations and Policies

.01 For purposes of this Rule, the term “designated investment adviser” is a person registered under
the Investment Advisers Act of 1940, or registered as an investment adviser under the laws of a
state, who exercises investment discretion pursuant to an advisory contract for the beneficial owner
and is designated in writing by the beneficial owner to receive proxy and related materials and
vote the proxy, and to receive annual reports and other material sent to security holders.

For purposes of this Rule, the term “state” shall have the meaning given to such
term in Section 202(a)(19) of the Investment Advisers Act (as the same may be amended from
time to time).

The written designation must be signed by the beneficial owner; be addressed to

the Member; and include the name of the designated investment adviser.

Members that receive such a written designation from a beneficial owner must
ensure that the designated investment adviser is registered with the SEC pursuant to the Investment
Advisers Act, or with a state as an investment adviser under the laws of such state, and that the
investment adviser is exercising investment discretion over the customer's account pursuant to an

180
advisory contract to vote proxies and/or to receive proxy soliciting material, annual reports and
other material. Members must keep records substantiating this information.

Beneficial owners have an unqualified right at any time to rescind designation of

the investment adviser to receive materials and to vote proxies. The rescission must be in writing
and submitted to the Member.

[Adopted March 12, 2010; amended October 9, 2013 (SR-EDGA-2013-29); amended November
20, 2015 (SR-EDGA-2015-41)]

Usage of Data Feeds

The Exchange utilizes the following data feeds for the handling, execution and
routing of orders, as well as for surveillance necessary to monitor compliance with applicable
securities laws and Exchange rules:

Market Center Primary Source Secondary Source

BZX Direct Feed CQS/UQDF
BYX Direct Feed CQS/UQDF
EDGX Direct Feed CQS/UQDF
FINRA ADF CQS/UQDF n/a
IEX CQS/UQDF n/a
LTSE CQS/UQDF n/a
MEMX CQS/UQDF n/a
MIAX PEARL CQS/UQDF n/a
Nasdaq Direct Feed CQS/UQDF
Nasdaq BX Direct Feed CQS/UQDF
Nasdaq PSX Direct Feed CQS/UQDF
NYSE Direct Feed CQS/UQDF
NYSE ARCA Direct Feed CQS/UQDF
NYSE American CQS/UQDF n/a
NYSE Chicago CQS/UQDF n/a
NYSE National CQS/UQDF n/a

The Exchange may adjust its calculation of the NBBO based on information about
orders sent to other venues with protected quotations, execution reports received from those
venues, and certain orders received by the Exchange.

[Adopted September 6, 2013 (SR-EDGA-2013-25); amended January 12, 2015 (SR-EDGA-2015-

02); amended August 18, 2015 (SR-EDGA-2015-35); amended August 4, 2016 (SR-BatsEDGA-
2016-16); amended April 6, 2020 (SR-CboeEDGA-2020-011); amended August 19, 2020 (SR-
CboeEDGA-2020-024); amended September 24, 2020 (SR-CboeEDGA-2020-025)].

181
Commissions

Nothing in the Exchange Rules, the By-Laws or the Exchange practices shall be construed to
require, authorize or permit any Member, or any person associated with a Member, to agree or
arrange, directly or indirectly, for the charging of fixed rates of commission for transactions
effected on, or effected by the use of the facilities of, the Exchange.

Off-Exchange Transactions

No rule, stated policy, or practice of this Exchange shall prohibit or condition, or

be construed to prohibit or condition, or otherwise limit, directly or indirectly, the ability of any
Member acting as agent to effect any transaction otherwise than on this Exchange with another
person (except when such Member also is acting as agent for such other person in such transaction)
in any equity security listed on this Exchange or to which unlisted trading privileges on this
Exchange have been extended.

No rule, stated policy or practice of this Exchange shall prohibit or condition, or be

construed to prohibit or condition or otherwise limit, directly or indirectly, the ability of any
Member to effect any transaction otherwise than on this Exchange with another person in any
security listed on this Exchange or to which unlisted trading privileges on this Exchange have been
extended.

[Amended September 29, 2021 SR-CboeEDGA-2021-021)]

Regulatory Services Agreements

The Exchange may enter into one or more agreements with another self-regulatory organization to
provide regulatory services to the Exchange to assist the Exchange in discharging its obligations
under Section 6 and Section 19(g) of the Securities Exchange Act of 1934. Any action taken by
another self-regulatory organization, or its employees or authorized agents, acting on behalf of the
Exchange pursuant to a regulatory services agreement shall be deemed to be an action taken by
the Exchange; provided, however, that nothing in this provision shall affect the oversight of such
other self-regulatory organization by the Securities and Exchange Commission. Notwithstanding
the fact that the Exchange may enter into one or more regulatory services agreements, the
Exchange shall retain ultimate legal responsibility for, and control of, its self-regulatory
responsibilities, and any such regulatory services agreement shall so provide.

EDGA Book Feeds

EDGA Depth. The EDGA Depth is a data feed that contains all displayed orders
for listed securities trading on the Exchange, order executions, order cancellations, order
modifications, order identification numbers, and administrative messages.

(i) The Exchange will obfuscate the unique order identification number on
EDGA Depth for each replenishment of an order with a Reserve Quantity, unless otherwise
instructed by the Member. In order to opt out of the Exchange’s obfuscation functionality,
the Member must contact the Exchange’s Trade Desk.

182
Cboe Aggregated Market (“Cboe One”) Feed. The Cboe One Feed is a data feed
that contains the aggregate best bid and offer of all displayed orders for securities traded on the
Exchange and its affiliated exchanges. The Cboe One Feed also contains the individual last sale
information for the Exchange and each of its affiliated exchanges, consolidated volume, the
primary listing market’s official opening and closing price, and the current day consolidated high
and low price for all listed equity securities. The Cboe One Feed also consists of Symbol
Summary, Market Status, Retail Liquidity Identifier (on behalf of Cboe BYX Exchange, Inc., an
affiliated exchange of the Exchange), Trading Status, and Trade Break messages. The Cboe One
Feed will also disseminate the Cboe One Opening and Closing Price. For securities listed on Cboe
BZX Exchange, Inc. (“BZX”), the Cboe One Opening Price shall be the BZX Official Opening
Price as defined in BZX Rule 11.23(a)(5) and the Cboe One Closing Price shall be the BZX
Official Closing Price as defined in BZX Rule 11.23(a)(3). For securities not listed on BZX, the
Cboe One Opening Price shall be the first last sale eligible trade that occurred on the Exchange or
any of its affiliates after 9:30 a.m. Eastern Time, and the Cboe One Closing Price shall be the final
last sale eligible trade to occur on the Exchange or any of its affiliates prior to 4:00 p.m. Eastern
Time.

(i) Depth of Book. Cboe One Feed recipients may also elect to receive
aggregated two-sided quotations from EDGA and each of its affiliated exchanges for five
(5) price levels.

EDGA TOP. EDGA TOP is an uncompressed data feed that offers top of book
quotations and execution information based on orders entered into the System.

EDGA Last Sale. EDGA Last Sale is an uncompressed data feed that offers only
execution information based on orders entered into the System.

EDGA Book Viewer. EDGA Book Viewer is a data feed that offers aggregated
two-sided quotations for all displayed orders entered into the System for up to five (5) price levels
as well as the last ten (10) trades including time of trade, price and share quantity.

EDGA Summary Depth. EDGA Summary Depth is a data feed that offers
aggregated two-sided quotations for all displayed orders entered into the System for up to five (5)
price levels. EDGA Summary Depth also contains the individual last sale information, Market
Status, Trading Status, and Trade Break messages.

Cboe Premium Exchange Tools. Cboe Premium Exchange Tools is a web-based

tool designed to give a subscribing user the ability to track certain latency statics of the user’s
logical order entry ports or execution information of the Member or a Sponsored Participant of the
Member. A user may obtain historical reports of such execution information.

[Adopted March 12, 2010; amended June 29, 2011 (SR-EDGA-2011-19); amended December 23,
2014 (SR-EDGA-2014-25); amended January 12, 2015 (SR-EDGA-2014-35); amended April 1,
2015 (SR-EDGA-2015-17); amended August 7, 2015 (SR-EDGA-2015-31); amended July 17,
2016 (SR-BatsEDGA-2016-14; amended September 12, 2016 (SR-BatsEDGA-2016-19);
amended July 10, 2020 (SR-CboeEDGA-2020-017); amended July 16, 2021 (SR-CboeEDGA-
2021-016); amended August 31, 2021 (SR-CboeEDGA-2021-017)]

183
Cboe Connect.

Cboe Connect is a communication service that provides Members an additional means to receive
market data from and route orders to any destination connected to the Exchange’s network.

[Adopted October 1, 2012 (SR-EDGA-2012-38/SR-EDGA-2012-42); amended January 22, 2013

(SR-EDGA-2013-02); amended July 18, 2014 (SR-EDGA-2014-18); amended May 27, 2015 (SR-
EDGA-2015-20)]

Reserved.

[Adopted June 14, 2013 (SR-EDGA-2013-16); amended December 29, 2014 (SR-EDGA-2014-
29)]

184
SECURITIES TRADED

Unlisted Trading Privileges

Notwithstanding the requirements for listing set forth in these Rules, the Exchange
may extend unlisted trading privileges (“UTP”) to any Equity Security (as defined below) that is
listed on another national securities exchange or with respect to which unlisted trading privileges
may otherwise be extended in accordance with Section 12(f) of the Exchange Act. Any such
security will be subject to all Exchange trading rules applicable to equity securities, unless
otherwise noted. The Exchange will not list any Equity Securities. Therefore, the provisions of
Rules 14.2 through 14.13 that permit the listing of Equity Securities other than common stock,
secondary classes of common stock, preferred stock and similar issues, shares or certificates of
beneficial interest of trusts, notes, limited partnership interests, warrants, certificates of deposit for
common stock, convertible debt securities, American Depositary Receipts (“ADRs”), and
contingent value rights (“CVRs”) will not be effective until the Exchange files a proposed rule
change under Section 19(b)(2) under the Exchange Act to amend its rules to comply with Rules
10A-3 and 10C-1 under the Exchange Act and to incorporate qualitative listing criteria, and such
proposed rule change is approved by the Commission. For purposes of this Chapter XIV, the term
“Equity Security” means, but is not limited to, common stock, secondary classes of common stock,
preferred stock and similar issues, shares or certificates of beneficial interest of trusts, notes,
limited partnership interests, warrants, certificates of deposit for common stock, convertible debt
securities, ADRs, CVRs, Investment Company Units, Trust Issued Receipts (including those based
on Investment Shares), Commodity-Based Trust Shares, Currency Trust Shares, Partnership Units,
Equity-Linked Securities, Commodity-Linked Securities, Currency-Linked Securities, Portfolio
Depositary Receipts, Equity-Linked Debt Securities, Managed Portfolio Shares, Exchange-Traded
Fund Shares, and Tracking Fund Shares.

Prior to the commencement of trading of CVRs on the Exchange, the Exchange

will distribute a circular to its Members providing guidance regarding Member compliance
responsibilities (including suitability recommendations and account approval) when handling
transactions in CVRs.

UTP Derivative Securities. Any UTP Security that is a “new derivative securities
product” as defined in Rule 19b-4(e) under the Exchange Act (a “UTP Derivative Security”) and
traded pursuant to Rule 19b-4(e) under the Exchange Act shall be subject to the additional
following rules:

Form 19b-4(e). The Exchange shall file with the Securities and Exchange
Commission a Form 19b-4(e) with respect to each UTP Derivative Security.

Information Circular. The Exchange shall distribute an information

circular prior to the commencement of trading in each such UTP Derivative Security that
generally includes the same information as contained in the information circular provided
by the listing exchange, including: (a) the special risks of trading new derivative securities
product; (b) the Exchange Rules that will apply to the new derivative securities product,
including Rule 3.7; (c) information about the dissemination of value of the underlying
assets or indexes; and (d) the risk of trading during the Early Trading Session (7:00 a.m.

185
– 8:00 a.m.), Pre-Opening Session (8:00 a.m. – 9:30 a.m. Eastern Time) and the Post-
Closing Session (4:00p.m. - 8:00p.m. Eastern Time) due to the lack of calculation or
dissemination of the intra-day indicative value or a similar value.\

Product Description.

Scope of Product Description Requirements. The provisions of this

subparagraph (3) apply only to UTP Derivative Securities that are the subject of an
order by the Commission exempting such series from certain prospectus delivery
requirements under Section 24(d) of the Investment Company Act of 1940 and are
not otherwise subject to prospectus delivery requirements under the Securities Act
of 1933.

Written Description of Terms and Conditions. The Exchange shall

inform Members of the application of the provisions of this subparagraph to UTP
Derivative Securities by means of an information circular. The Exchange requires
that Members provide all purchasers of UTP Derivative Securities a written
description of the terms and characteristics of those securities, in a form approved
by the Exchange or prepared by the open-ended management company issuing such
securities, not later than the time a confirmation of the first transaction in such series
is delivered to such purchaser. In addition, Members shall include a written
description with any sales material relating to UTP Derivative Securities that is
provided to customers or the public. Any other written materials provided by a
Member to customers or the public making specific reference to the UTP Derivative
Securities as an investment vehicle must include a statement substantially in the
following form:

“A circular describing the terms and characteristics of [the UTP Derivative

Securities] has been prepared by the [open-ended management investment
company name] and is available from your broker. It is recommended that
you obtain and review such circular before purchasing [the UTP
Derivative Securities].”

A Member carrying an omnibus account for a non-Member is required to inform

such non-Member that execution of an order to purchase UTP Derivative Securities
for such omnibus account will be deemed to constitute an agreement by the non-
Member to make such written description available to its customers on the same
terms as are directly applicable to the Member under this Rule.

Customer Requests for a Prospectus. Upon request of a customer, a

Member shall also provide a prospectus for the particular UTP Derivative
Securities.

Trading Halts.

If a temporary interruption occurs in the calculation or wide

dissemination of the intraday indicative value (or similar value) or the value of the

186
underlying index or instrument and the listing market halts trading in the product,
the Exchange, upon notification by the listing market of such halt due to such
temporary interruption, also shall immediately halt trading in that product on the
Exchange. If the intraday indicative value (or similar value) or the value of the
underlying index or instrument continues not to be calculated or widely available
as of the commencement of trading on the Exchange on the next business day, the
Exchange shall not commence trading of the product that day. If an interruption in
the calculation or wide dissemination of the intraday indicative value (or similar
value) or the value of the underlying index or instrument continues, the Exchange
may resume trading in the product only if calculation and wide dissemination of
the intraday indicative value (or similar value) or the value of the underlying index
or instrument resumes or trading in such series resumes in the listing market.
Nothing in this rule shall limit the power of the Exchange under the By-Laws, Rules
(including without limitation Rule 11.1) or procedures of the Exchange with respect
to the Exchange’s ability to suspend trading in any securities if such suspension is
necessary for the protection of investors or in the public interest.

For a UTP Derivative Security where a net asset value (and, in the
case of managed fund shares or actively managed exchange-traded funds, a
“disclosed portfolio”) is disseminated, the Exchange will immediately halt trading
in such security upon notification by the listing market that the net asset value and,
if applicable, such disclosed portfolio, is not being disseminated to all market
participants at the same time. The Exchange may resume trading in the UTP
Derivative Security only when trading in the UTP Derivative Security resumes on
the listing market.

Market Maker Restrictions. The following restrictions shall apply to each

Member registered as a Market Maker on the Exchange in a UTP Derivative Security that
derives its value from one or more currencies or commodities, or derivatives based on one
or more currencies, or commodities, or is based on a basket or index comprised of
currencies or commodities (collectively, “Reference Assets”):

A Member acting as a registered Market Maker in a UTP Derivative

Security must file with the Exchange, in a manner prescribed by the Exchange, and
keep current a list identifying all accounts for trading the underlying physical asset
or commodity, related futures or options on futures, or any other related derivatives
(collectively, with Reference Assets, “Related Instruments”), which the Member
acting as registered Market Maker may have or over which it may exercise
investment discretion. No Member acting as registered Market Maker in the UTP
Derivative Security shall trade in the underlying physical asset or commodity,
related futures or options on futures, or any other related derivatives, in an account
in which a Member acting as a registered Market Maker, directly or indirectly,
controls trading activities, or has a direct interest in the profits or losses thereof,
which has not been reported to the Exchange as required by this Rule.

187
A Market Maker shall, in a manner prescribed by the Exchange, file
with the Exchange and keep current a list identifying any accounts (“Related
Instrument Trading Accounts”) for which Related Instruments are traded:

(i) in which the Market Maker holds an interest;

(ii) over which it has investment discretion; or

(iii) in which it shares in the profits and/or losses.

A Market Maker may not have an interest in, exercise investment discretion
over, or share in the profits and/or losses of a Related Instrument Trading Account
which has not been reported to the Exchange as required by this Rule.

In addition to the existing obligations under Exchange rules

regarding the production of books and records, a Market Maker shall, upon request
by the Exchange, make available to the Exchange any books, records or other
information pertaining to any Related Instrument Trading Account or to the account
of any registered or non-registered employee affiliated with the Market Maker for
which Related Instruments are traded.

A Market Maker shall not use any material, non-public information

in connection with trading a Related Instrument.

Surveillance. The Exchange shall enter into a comprehensive surveillance

sharing agreement with other markets that offer trading in Related Instruments to the same
extent as the listing exchange’s rules require the listing exchange to enter into a
comprehensive surveillance sharing agreement with such markets.

Interpretations and Policies

.01 The Exchange will halt trading during Regular Trading Hours when required by, and in
accordance with, Rule 14.1(c)(4)(A) and (B). The Exchange will halt trading during extended
hours trading sessions as follows:

Early Trading Session and Pre-Opening Sessions. If a UTP Derivative Security

begins trading on the Exchange in the Early Trading Session or Pre-Opening Session and
subsequently a temporary interruption occurs in the calculation or wide dissemination of the
Intraday Indicative Value (“IIV”) or the value of the underlying index, as applicable, to such UTP
Derivative Security, by a major market data vendor, the Exchange may continue to trade the UTP
Derivative Security for the remainder of the Early Trading Session and Pre-Opening Session.

Post- Closing Session and Next Business Day’s Early Trading Session and Pre-
Opening Session.

If the IIV or the value of the underlying index continues not to be calculated
or widely available after the close of Regular Trading Hours, the Exchange may trade the

188
UTP Derivative Security in the Post-Closing Session only if the listing market traded such
securities until the close of its regular trading session without a halt.

If the IIV or the value of the underlying index continues not to be calculated
or widely available as of the commencement of the Early Session or Pre-Opening Session
on the next business day, the Exchange shall not commence trading of the UTP Derivative
Security in the Early Session or Pre-Opening Session that day. If an interruption in the
calculation or wide dissemination of the IIV or the value of the underlying index continues,
the Exchange may resume trading in the UTP Derivative Security only if calculation and
wide dissemination of the IIV or the value of the underlying index resumes or trading in
the UTP Derivative Security resumes in the listing market.

[Adopted March 12, 2010; amended December 15, 2011 (SR-EDGA-2011-41); amended
December 29, 2011 (SR-EDGA-2011-41); amended March 12, 2014 (SR-EDGA-2014-05);
amended November 21, 2014 (SR-EDGA-2014-28); amended April 6, 2016 (SR-EDGA-2016-
02); amended August 30, 2019 (SR-CboeEDGA-2019-007); amended January 21, 2020 (SR-
CboeEDGA-2020-001); amended May 7, 2020 (SR-CboeEDGA-2020-013)]

Investment Company Units

The Exchange will consider for listing and/or trading, whether pursuant to Rule 19b-4(e) under
the Exchange Act or otherwise, units of trading (“Units”) that meet the criteria of this Rule 14.2.
A Unit is a security that represents an interest in a registered investment company (“Investment
Company”) that could be organized as a unit investment trust, an open-end management
investment company, or a similar entity.

Original Unit Listing Standards.

The Investment Company must:

hold securities (including fixed income securities) comprising, or

otherwise based on or representing an interest in, an index or portfolio of securities;
or

hold securities in another registered investment company that holds

securities as described in (A) above.

An index or portfolio may be revised as necessary or appropriate to maintain the

quality and character of the index or portfolio.

The Investment Company must issue Units in a specified aggregate

number in return for a deposit (the “Deposit”) consisting of either:

a specified number of shares of securities (or, if applicable, a

specified portfolio of fixed income securities) that comprise the index or portfolio,
or are otherwise based on or represent an investment in securities comprising such
index or portfolio, and/or a cash amount; or

189
shares of a registered investment company, as described in clause
(a)(1)(B) above, and/or a cash amount.

Units must be redeemable, directly or indirectly, from the Investment

Company for securities (including fixed income securities) and/or cash then comprising
the Deposit. Units must pay holders periodic cash payments corresponding to the regular
cash dividends or distributions declared with respect to the securities held by the
Investment Company, less applicable expenses and charges.

For each series of Investment Company Units, the Exchange will establish
a minimum number of Units required to be outstanding at the time of commencement of
trading on the Exchange. Notwithstanding the foregoing, for the initial listing of a series
of Investment Company Units in reliance upon Rule 19b-4(e) under the Exchange Act,
there must be at least 100,000 Units outstanding prior to the commencement of trading of
a series of Units on the Exchange.

Voting rights shall be as set forth in the applicable Investment Company

prospectus.

Underlying Indices and Portfolios.

The Exchange may list and/or trade, whether by listing or pursuant to

unlisted trading privileges, specified series of Units, with each series based on a specified
index or portfolio of securities.

Upon the initial listing of a series of Investment Company Units on the

Exchange in reliance upon Rule 19b-4(e) under the Exchange Act, the component stocks
of an index or portfolio underlying such series shall meet the following criteria as of the
date of the initial deposit of securities in connection with the initial issuance of such
Investment Company Units:

component stocks that in the aggregate account for at least 90

percent of the weight of the index or portfolio must have a minimum market value
of at least $75 million;

the component stocks representing at least 90 percent of the weight

of the index or portfolio must have a minimum monthly trading volume during each
of the last six months of at least 250,000 shares;

the most heavily weighted component stock may not exceed 30

percent of the weight of the index or portfolio, and the five most heavily weighted
component stocks may not exceed 65 percent of the weight of the index or portfolio;

the underlying index or portfolio must include a minimum of 13

stocks; and

all securities in the underlying index or portfolio must be listed on a

national securities exchange.

190
The value of the index or portfolio must be calculated and disseminated to
the public at least once per business day; provided that, if the securities representing at least
half the value of the index or portfolio are securities of a single country other than the
United States, then the value of the index or portfolio may be calculated and disseminated
to the public at least once per day that is a business day in that country. If a series of
Investment Company Units is listed for trading on the Exchange in reliance upon Rule 19b-
4(e) under the Exchange Act, the current value of the underlying index must be widely
disseminated by one or more major market data vendors or disseminated over the
consolidated tape at least every 15 seconds during trading hours on the Exchange. In
addition, there must be similarly disseminated for that series an estimate, updated every 15
seconds, of the value of a share of each series. This may be based, for example, upon
current information regarding the required deposit of securities plus any cash amount to
permit creation of new shares of the series or upon the index value. If the Exchange is
trading Investment Company Units pursuant to unlisted trading privileges, it will cease
trading the Investment Company Unit if the primary listing exchange ceases trading the
Investment Company Unit for any of the above reasons.

If a series of Investment Company Units is listed for trading on the

Exchange in reliance upon Rule 19b-4(e) under the Exchange Act:

the index underlying the series must be calculated based on either

the market capitalization, modified market capitalization, price equal-dollar or
modified equal-dollar weighting methodology;

if the index is maintained by a broker or dealer, (i) the broker or

dealer must erect a “fire wall” around the personnel who have access to information
concerning changes and adjustments to the index and (ii) the index must be
calculated by a third party who is not a broker-dealer; and

if a series of Investment Company Units is listed for trading or

traded pursuant to unlisted trading privileges on the Exchange in reliance upon Rule
19b-4(e) under the Exchange Act, the Exchange will implement written
surveillance procedures applicable to such series. In addition, the Exchange will
comply with the record-keeping requirements of Rule 19b-4(e) under the Exchange
Act, and will file Form 19b-4(e) for each series of Investment Company Units
within five business days of the commencement of trading.

Continued Listing Criteria.

If the Exchange lists the Units, the Exchange will consider the suspension of trading and delisting
of a series of Units in any of the following circumstances:

Following the initial twelve (12) month period beginning upon the
commencement of trading of a series of Units, there are fewer than 50 record and/or
beneficial holders of Units for 30 or more consecutive trading days;

The value of the index or portfolio of securities on which the series is based
is no longer calculated or available; or

191
Such other event shall occur or condition exist that, in the opinion of the
Exchange, makes further dealings on the Exchange inadvisable.

In addition, the Exchange will remove Units from trading and listing upon
termination of the issuing Investment Company. If the Exchange is trading Units pursuant
to unlisted trading privileges, it will cease trading the Units if the primary listing exchange
ceases trading the Units for any of the above reasons.

Provision of Prospectus and Written Description.

The provisions of this paragraph apply only to series of Investment

Company Units that are the subject of an order by the Commission exempting such series
from certain prospectus delivery requirements under Section 24(d) of the Investment
Company Act of 1940 and are not otherwise subject to prospectus delivery requirements
under the Securities Act of 1933. The Exchange will inform its members regarding
application of this paragraph to a particular series of Investment Company Units by means
of an information circular prior to commencement of trading in such series. In connection
with any such series of Investment Company Units listed on the Exchange, Members must
provide to all purchasers of such series of Investment Company Units a written description
of the terms and characteristics of such securities, in a form prepared or approved by the
Exchange, not later than the time a confirmation of the first transaction in such security is
delivered to such purchaser. In addition, Members must include such a written description
with any sales material relating to such series of Investment Company Units that is
provided to customers or the public. Any other written materials provided by a Member
to customers or the public making specific reference to such series of Investment
Company Units as an investment vehicle must include a statement in substantially the
following form: “A circular describing the terms and characteristics of [the series of
Investment Company Units] has been prepared by [Trust name] and is available from your
broker or the Cboe EDGA Exchange, Inc. It is recommended that you obtain and review
such circular before purchasing [the series of Investment Company Units]. In addition,
upon request, you may obtain from your broker a prospectus for [the series of Investment
Company Units].”

A Member carrying an omnibus account for a non-Member broker-dealer

is required to inform such non-Member that execution of an order to purchase a series of
Investment Company Units for such omnibus account will be deemed to constitute
agreement by the non-Member to make such written description available to its customers
on the same terms as are directly applicable to Members under this rule.

Upon request of a customer, a Member shall also provide a prospectus for

the particular series of Investment Company Units.

Limitation on Liability. Neither the Exchange, any affiliate, nor any Index Licensor
or Administrator guarantees the timeliness, sequence, accuracy or completeness of index and
Investment Company Unit information. Neither the Exchange, any affiliate, nor any Index
Licensor or Administrator shall have any liability for any loss, damages, claim or expense arising
from or occasioned by any inaccuracy, error or delay in, or omission of or from, (i) any index and

192
Investment Company Unit information or (ii) the collection, calculation, compilation,
maintenance, reporting or dissemination of any index, any portfolio or any index and Investment
Company Unit information, resulting either from any negligent act or omission by the Exchange,
any affiliate or any Index Licensor or Administrator or from any act, condition or cause beyond
the reasonable control of the Exchange, any affiliate or any Index Licensor or Administrator,
including, but not limited to, flood, extraordinary weather conditions, earthquake or other act of
God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications
or power failure, or equipment or software malfunction. Without limiting any of the foregoing, in
no event shall the Exchange, any affiliate, or any index Licensor or Administrator have any liability
for any lost profits or special, punitive, incidental, indirect or consequential damages, even if
notified of the possibility of such damages.

No Warranties. Neither the Exchange, any affiliate, nor any Index Licensor or
Administrator makes any express or implied warranty as to results that any person or party may
obtain from using (i) any Investment Company Unit, (ii) the index or portfolio that is the basis for
determining the component stocks of an Investment Company Unit, or (iii) any index or
Investment Company Unit information, for trading or any other purpose. The Exchange, its
affiliates and each Index Licensor or Administrator makes no express or implied warranties, and
disclaims all warranties of merchantability or fitness for a particular purpose or use, with respect
to any such Investment Company Unit, index, portfolio or information.

Hours of Trading. Any series of Investment Company Units so designated by the

Exchange may be traded on the Exchange during Regular Trading Hours and Early Trading, Pre-
Opening and Post-Closing Sessions.

[Adopted March 12, 2010; amended April 6, 2016 (SR-EDGA-2016-02); amended August 30,
2019 (SR-CboeEDGA-2019-007)]

Trust Issued Receipts

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Trust Issued Receipts that meet the criteria of this Rule 14.3.

Applicability. This rule is applicable only to Trust Issued Receipts.

Prospectus Delivery. Members must provide to all purchasers of newly issued Trust
Issued Receipts a prospectus for the series of Trust Issued Receipts.

Trading Hours. Transactions in Trust Issued Receipts may be effected during

Regular Trading Hours and Early Trading, Pre-Opening and Post-Closing Sessions for each series.

Definitions. A “Trust Issued Receipt” means a security (i) that is issued by a trust
(“Trust”) that holds specified securities deposited with the Trust; (ii) that, when aggregated in
some specified minimum number, may be surrendered to the Trust by the beneficial owner to
receive the securities; and (iii) that pays beneficial owners dividends and other distributions on the
deposited securities, if any are declared and paid to the trustee (“Trustee”) by an issuer of the
deposited securities.

193
Designation. The Exchange may trade, whether by listing or pursuant to unlisted
trading privileges, Trust Issued Receipts based on one or more securities. The Trust Issued
Receipts based on particular securities shall be designated as a separate series and shall be
identified by a unique symbol. The securities that are included in a series of Trust Issued Receipts
shall be selected by the Exchange or by such other person as shall have a proprietary interest in
such Trust Issued Receipts.

Initial and Continued Listing and/or Trading. Trust Issued Receipts will be listed
and/or traded on the Exchange subject to application of the following criteria:

Commencement of Trading. For each Trust, the Exchange will establish a

minimum number of Trust Issued Receipts required to be outstanding at the time of
commencement of trading on the Exchange.

Continued Trading. Following the initial twelve (12) month period

following formation of a Trust and commencement of trading on the Exchange, the
Exchange will consider the suspension of trading in or removal from listing of or
termination of unlisted trading privileges for a Trust upon which a series of Trust Issued
Receipts is based under any of the following circumstances:

if the Trust has more than 60 days remaining until termination and
there are fewer than 50 record and/or beneficial holders of Trust Issued Receipts
for 30 or more consecutive trading days;

if the Trust has fewer than 50,000 receipts issued and outstanding;

if the market value of all receipts issued and outstanding is less than
$1,000,000; or

if any other event shall occur or condition exists which, in the

opinion of the Exchange, makes further dealings on the Exchange inadvisable.

If the Exchange is trading the Trust Issued Receipts pursuant to unlisted trading privileges,
it will cease trading the Trust Issued Receipts if the primary listing exchange ceases trading the
Trust Issued Receipts for any of the above reasons.

Upon termination of a Trust, the Exchange requires that Trust Issued Receipts issued in
connection with such Trust be removed from Exchange listing or have their unlisted trading
privileges terminated. A Trust may terminate in accordance with the provisions of the Trust
prospectus, which may provide for termination if the value of securities in the Trust falls below a
specified amount.

Term. The stated term of the Trust shall be as stated in the Trust prospectus;
however, a Trust may be terminated under such earlier circumstances as may be specified in the
Trust prospectus.

Trustee. The trustee must be a trust company or banking institution having

substantial capital and surplus and the experience and facilities for handling corporate trust

194
business. In cases where, for any reason, an individual has been appointed as trustee, a qualified
trust company or banking institution must be appointed co-trustee.

Voting Rights. Voting rights shall be as set forth in the Trust prospectus.

Interpretation and Policies

.01 The Exchange may approve Trust Issued Receipts for trading, whether by listing or
pursuant to unlisted trading privileges, pursuant to Rule 19b-4(e) under the Act, provided that the
following criteria are satisfied:

Each security underlying the Trust Issued Receipt must be registered under Section
12 of the Act;

Each security underlying the Trust Issued Receipt must have a minimum public
float of at least $150 million;

Each security underlying the Trust Issued Receipt must be listed on a national
securities exchange or traded through the facilities of Nasdaq as a reported national market system
security;

Each security underlying the Trust Issued Receipt must have an average daily
trading volume of at least 100,000 shares during the preceding sixty-day trading period;

Each security underlying the Trust Issued Receipt must have an average daily dollar
value of shares traded during the preceding sixty-day trading period of at least $1 million; and

The most heavily weighted security in the Trust Issued Receipt cannot initially
represent more than 20% of the overall value of the Trust Issued Receipt.

.02

Provisions of this Commentary apply only to Trust Issued Receipts that invest in
“Investment Shares” as defined below. Rules that reference Trust Issued Receipts shall also apply
to Trust Issued Receipts investing in Investment Shares.

Definitions. The following terms as used in this Commentary shall, unless the
context otherwise requires, have the meanings herein specified:

Investment Shares. The term “Investment Shares” means a security (a) that
is issued by a trust, partnership, commodity pool or other similar entity that invests in any
combination of futures contracts, options on futures contracts, forward contracts,
commodities, swaps or high credit quality short-term fixed income securities or other
securities; and (b) issued and redeemed daily at net asset value in amounts correlating to
the number of receipts created and redeemed in a specified aggregate minimum number.

195
Futures Contract. The term “futures contract” is commonly known as a
“contract of sale of a commodity for future delivery” set forth in Section 2(a) of the
Commodity Exchange Act.

Forward Contract. A forward contract is a contract between two parties to

purchase and sell a specific quantity of a commodity at a specified price with delivery and
settlement at a future date. Forwards are traded over-the counter (“OTC”) and not listed
on a futures exchange.

Designation. The Exchange may list and trade Trust Issued Receipts investing in
Investment Shares. Each issue of a Trust Issued Receipt based on a particular Investment Share
shall be designated as a separate series and shall be identified by a unique symbol.

Initial and Continued Listing. Trust Issued Receipts based on Investment Shares
will be listed and/or traded on the Exchange subject to application of the following criteria:

Initial Listing. The Exchange will establish a minimum number of receipts

required to be outstanding at the time of commencement of trading on the Exchange.

Continued Listing. The Exchange will consider removing from listing

Trust Issued Receipts based on an Investment Share under any of the following
circumstances:

if following the initial twelve (12) month period following the

commencement of trading of the shares, (i) the Issuer has more than 60 days
remaining until termination and there are fewer than 50 record and/or beneficial
holders of Trust Issued Receipts for 30 or more consecutive trading days; (ii) if the
Issuer has fewer than 50,000 securities or shares issued and outstanding; or (iii) if
the market value of all securities or shares issued and outstanding is less than
$1,000,000;

if the value of an underlying index or portfolio is no longer

calculated or available on at least a 15-second delayed basis or the Exchange stops
providing a hyperlink on its website to any such asset or investment value;

if the Indicative Value is no longer made available on at least a 15-

second delayed basis; or

if such other event shall occur or condition exists which in the

opinion of the Exchange makes further dealings on the Exchange inadvisable.

If the Exchange is trading the Trust Issued Receipts based on Investment Shares pursuant
to unlisted trading privileges, it will cease trading such Trust Issued Receipts if the primary listing
exchange ceases trading the Trust Issued Receipts for any of the above reasons.

Upon termination of the Trust, the Exchange requires that Trust Issued Receipts based on
Investment Shares issued in connection with such Trust be removed from Exchange listing. A

196
Trust may terminate in accordance with the provisions of the Trust prospectus, which may provide
for termination if the value of the Trust falls below a specified amount.

Term. The stated term of the Trust shall be as stated in the prospectus; however,
such entity may be terminated under such earlier circumstances as may be specified in the Trust
prospectus.

Trustee. The following requirements apply:

The trustee of a Trust must be a trust company or banking institution

having substantial capital and surplus and the experience and facilities for handling
corporate trust business. In cases where, for any reason, an individual has been appointed
as trustee, a qualified trust company or banking institution must be appointed co-trustee;

No change is to be made in the trustee of a listed issue without prior notice

to and approval of the primary listing exchange.

Voting Rights. Voting rights shall be as set forth in the applicable Trust prospectus.

The Exchange will file separate proposals under Section 19(b) of the Exchange Act
before trading, either by listing or trading pursuant to unlisted trading privileges Trust Issued
Receipts based on separate Investment Shares.

Limitation on Liability. Neither the Exchange nor any agent of the Exchange shall
have any liability for damages, claims, losses or expenses caused by any errors, omissions, or
delays in calculating or disseminating any underlying asset or commodity value, the current value
of the underlying asset or commodity if required to be deposited to the Trust in connection with
issuance of Trust Issued Receipts, net asset value, or other information relating to the purchase,
redemption or trading of Trust Issued Receipts, resulting from any negligent act or omission by
the Exchange or any agent of the Exchange, or any act, condition or cause beyond the reasonable
control of the Exchange or its agent, including, but not limited to, an act of God, fire, flood,
extraordinary weather conditions, war, insurrection, riot, strike, accident, action of government,
communications or power failure, equipment or software malfunction, or any error, omission or
delay in the reports of transactions in an underlying asset or commodity.

[Adopted March 12, 2010; amended April 6, 2016 (SR-EDGA-2016-02)]

Commodity-Based Trust Shares

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Commodity-Based Trust Shares that meet the criteria of this Rule 14.4.

Applicability. This rule is applicable only to Commodity-Based Trust Shares.

Prospectus Delivery. Members must provide to all purchasers of newly issued

Commodity-Based Receipts a prospectus for the series of Commodity-Based Trust Shares

197
Trading Hours. Transactions in Commodity-Based Trust Shares will occur during
Regular Trading Hours for each series.

Definition. “Commodity-Based Trust Shares” mean securities (i) that are issued by
a trust (“Trust”) that holds a specified commodity deposited with the Trust; (ii) that are issued by
such Trust in a specified aggregate minimum number in return for a deposit of a quantity of the
underlying commodity; and (iii) that, when aggregated in the same specified minimum number,
may be redeemed at a holder’s request by such Trust that will deliver to the redeeming holder the
quantity of the underlying commodity. “Commodity” is defined in Section 1(a)(4) of the
Commodity Exchange Act. Commodity-Based Trust Shares are included within the definition of
“security” or “securities” as such terms are used in the Rules of the Exchange.

Designation. The Exchange may trade, pursuant to unlisted trading privileges,

Commodity-Based Trust Shares based on an underlying commodity. Each issue of a Commodity-
Based Trust Share shall be designated as a separate series and shall be identified by a unique
symbol.

Initial and Continued Listing. Commodity-Based Trust Shares will be listed and
traded on the Exchange subject to application of the following criteria:

Initial Listing. The Exchange will establish a minimum number of

Commodity-Based Trust Shares required to be outstanding at the time of commencement
of trading on the Exchange.

Continued Listing. Following the initial twelve (12) month period

following commencement of trading on the Exchange of Commodity-Based Trust Shares,
the Exchange will consider the suspension of trading in or removal from listing of such
series under any of the following circumstances:

if the Trust has more than 60 days remaining until termination and
there are fewer than 50 record and/or beneficial holders of Commodity-Based Trust
Shares for 30 or more consecutive trading days; or

if the Trust has fewer than 50,000 receipts issued and outstanding;
or

if the market value of all receipts issued and outstanding is less than
$1,000,000; or

if the value of the underlying commodity is no longer calculated or

available on at least a 15-second delayed basis from a source unaffiliated with the
sponsor, Trust, custodian or the Exchange or the Exchange stops providing a
hyperlink on its Web site to any such unaffiliated commodity value;

if the Indicative Trust Value is no longer made available on at least

a 15-second delayed basis; or

198
if such other event shall occur or condition exists which in the
opinion of the Exchange makes further dealings on the Exchange inadvisable.

If the Exchange is trading Commodity-Based Trust Shares pursuant to unlisted trading

privileges, it will cease trading the Commodity-Based Trust Shares if the primary listing exchange
ceases trading such Shares for any of the above reasons.

Upon termination of a Trust, the Exchange requires that Commodity-Based Trust Shares
issued in connection with such entity Trust be removed from Exchange listing. A Trust may
terminate in accordance with the provisions of the Trust prospectus, which may provide for
termination if the value of the Trust falls below a specified amount.

Term. The stated term of the Trust shall be as stated in the Trust prospectus.
However, a Trust may be terminated under such earlier circumstances as may be specified in the
Trust prospectus.

Trustee. The following requirements apply:

The trustee of a Trust must be a trust company or banking institution

No change is to be made in the trustee of a listed issue without prior notice

to and approval of the primary listing exchange.

Voting. Voting rights shall be as set forth in the applicable Trust prospectus.

Limitation on Liability. Neither the Exchange nor any agent of the Exchange shall
have any liability for damages, claims, losses or expenses caused by any errors, omissions, or
delays in calculating or disseminating any underlying commodity value, the current value of the
underlying commodity required to be deposited to the Trust in connection with issuance of
Commodity-Based Trust Shares, resulting from any negligent act or omission by the Exchange, or
any agent of the Exchange, or any act, condition or cause beyond the reasonable control of the
Exchange, its agent, including, but not limited to, an act of God, fire, flood, extraordinary weather
conditions, war, insurrection, riot, strike, accident, action of government, communications or
power failure, equipment or software malfunction or any error, omission or delay in the reports of
transactions in an underlying commodity.

Interpretations and Policies

.01 A Commodity-Based Trust Share is a Trust Issued Receipt that holds a specified
commodity deposited with the Trust.

.02 The Exchange will file separate proposals under Section 19(b) of the Exchange Act before
trading, either by listing or pursuant to unlisted trading privileges, Commodity-Based Trust Shares.

199
Currency Trust Shares

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Currency Trust Shares that meet the criteria of this Rule 14.5.

Applicability. This rule is applicable only to Currency Trust Shares.

Prospectus Delivery. Members must provide to all purchasers of newly issued

Currency Trust Receipts a prospectus for the series of Currency Trust Shares.

Trading Hours. Transactions in Currency Trust Shares will occur during Regular
Trading Hours for each series.

Definition. “Currency Trust Shares” mean a security that (i) that is issued by a trust
that holds a specified non-U.S. currency deposited with the trust; (ii) when aggregated in some
specified minimum number may be surrendered to the trust by the beneficial owner to receive the
specified non U.S. currency; and (iii) pays beneficial owners interest and other distributions on the
deposited non-U.S. currency, if any, declared and paid by the trust. Currency Trust Shares are
included within the definition of “security” or “securities” as such terms are used in the Rules of
the Exchange.

Designation of Non-U.S. Currency. The Exchange may trade, pursuant to unlisted

trading privileges, Currency Trust Shares that hold a specified non-U.S. currency or currencies.
Each issue of a Currency Trust Share shall be designated as a separate series and shall be identified
by a unique symbol.

Initial and Continued Listing. Currency Trust Shares will be listed and traded on
the Exchange subject to application of the following criteria:

Initial Listing. The Exchange will establish a minimum number of

Currency Trust Shares required to be outstanding at the time of commencement of trading
on the Exchange.

Continued Listing. Following the initial twelve (12) month period

following commencement of trading on the Exchange of Currency Trust Shares, the
Exchange will consider the suspension of trading in or removal from listing of such series
under any of the following circumstances:

if the Trust has more than 60 days remaining until termination and
there are fewer than 50 record and/or beneficial holders of Currency Trust Shares
for 30 or more consecutive trading days;

if the Trust has fewer than 50,000 Currency Trust Shares issued and
outstanding;

if the market value of all Currency Trust Shares issued and

outstanding is less than $1,000,000;

200
if the value of the applicable non-U.S. currency is no longer
calculated or available on at least a 15-second delayed basis from a source
unaffiliated with the sponsor, Trust, custodian or the Exchange or the Exchange
stops providing a hyperlink on its Web site to any such unaffiliated applicable non-
U.S. currency value;

if the Indicative Trust Value is no longer made available on at least

a 15-second delayed basis; or

if such other event shall occur or condition exists which in the

opinion of the Exchange makes further dealings on the Exchange inadvisable.

If the Exchange is trading Currency Trust Shares pursuant to unlisted trading privileges, it
will cease trading the Currency Trust Shares if the primary listing exchange ceases trading such
Shares for any of the above reasons.

Upon termination of a Trust, the Exchange requires that Currency Trust Shares issued in
connection with such entity Trust be removed from Exchange listing. A Trust may terminate in
accordance with the provisions of the Trust prospectus, which may provide for termination if the
value of the Trust falls below a specified amount.

Term. The stated term of the Trust shall be as stated in the Trust prospectus.
However, a Trust may be terminated under such earlier circumstances as may be specified in the
Trust prospectus.

Trustee. The following requirements apply:

The trustee of a Trust must be a trust company or banking institution

No change is to be made in the trustee of a listed issue without prior notice

to and approval of the primary listing exchange.

Voting. Voting rights shall be as set forth in the applicable Trust prospectus.

Limitation on Liability. Neither the Exchange nor any agent of the Exchange shall
have any liability for damages, claims, losses or expenses caused by any errors, omissions, or
delays in calculating or disseminating any applicable non-U.S. currency value, the current value
of the applicable non-U.S. currency required to be deposited to the Trust in connection with
issuance of Currency Trust Shares, net asset value, or any other information relating to the
purchase, redemption, or trading of the Currency Trust Shares, resulting from any negligent act or
omission by the Exchange, or any agent of the Exchange, or any act, condition or cause beyond
the reasonable control of the Exchange, its agent, including, but not limited to, an act of God, fire,
flood, extraordinary weather conditions, war, insurrection, riot, strike, accident, action of
government, communications or power failure, equipment or software malfunction, or any error,
omission or delay in the reports of transactions in an applicable non-U.S. currency.

201
Interpretations and Policies

.01 A Currency Trust Share is a Trust Issued Receipt that holds a specified non-U.S. currency
deposited with the Trust.

.02 The Exchange will file separate proposals under Section 19(b) of the Exchange Act before
trading, either by listing or pursuant to unlisted trading privileges, Currency Trust Shares.

Partnership Units

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Partnership Units that meet the criteria of this Rule 14.6.

Definitions. The following terms as used in the Rule shall, unless the context
otherwise requires, have the meanings herein specified:

Commodity. The term “commodity” is defined in Section 1(a)(4) of the

Commodity Exchange Act.

Partnership Units. The term “Partnership Units” for purposes of this Rule
means a security (a) that is issued by a partnership that invests in any combination of futures
contracts, options on futures contracts, forward contracts, commodities and/or securities;
and (b) that is issued and redeemed daily in specified aggregate amounts at net asset value.

Designation. The Exchange may list and trade Partnership Units based on an
underlying asset, commodity or security. Each issue of a Partnership Unit shall be designated as a
separate series and shall be identified by a unique symbol.

Trading Hours. Transactions in Partnership Units will occur during Regular

Trading Hours for each series.

Initial and Continued Listing. Partnership Units will be listed and/or traded on the
Exchange subject to application of the following criteria:

Initial Listing. The Exchange will establish a minimum number of

Partnership Units required to be outstanding at the time of commencement of trading on
the Exchange.

Continued Listing. The Exchange will consider removing from listing

Partnership Units under any of the following circumstances:

if following the initial twelve (12) month period following the

commencement of trading of Partnership Units, (i) the partnership has more than
60 days remaining until termination and there are fewer than 50 record and/or
beneficial holders of Partnership Units for 30 or more consecutive trading days; (ii)
if the partnership has fewer than 50,000 Partnership Units issued and outstanding;
or (iii) if the market value of all Partnership Units issued and outstanding is less
than $1,000,000;

202
if the value of the underlying benchmark investment, commodity or
asset is no longer calculated or available on at least a 15second delayed basis or the
Exchange stops providing a hyperlink on its website to any such investment,
commodity, or asset value;

if the Indicative Partnership Value is no longer made available on at

least a 15-second delayed basis; or

if such other event shall occur or condition exists which in the

opinion of the Exchange makes further dealings on the Exchange inadvisable.

If the Exchange is trading Partnership Units pursuant to unlisted trading privileges, it will cease
trading the Partnership Units if the primary listing exchange ceases trading such Units for any of
the above reasons.

Upon termination of a partnership, the Exchange requires that Partnership Units issued in
connection with such partnership be removed from Exchange listing. A partnership will terminate
in accordance with the provisions of the partnership prospectus.

Term. The stated term of the partnership shall be as stated in the prospectus.
However, such entity may be terminated under such earlier circumstances as may be specified in
the Partnership prospectus.

General Partner. The following requirements apply:

The general partner of a partnership must be an entity having substantial

capital and surplus and the experience and facilities for handling partnership business. In
cases where, for any reason, an individual has been appointed as general partner, a qualified
entity must also be appointed as general partner.

No change is to be made in the general partner of a listed issue without

prior notice to and approval of the primary listing exchange.

Voting. Voting rights shall be as set forth in the applicable partnership prospectus.

Limitation of Liability. Neither the Exchange nor any agent of the Exchange shall
have any liability for damages, claims, losses or expenses caused by any errors, omissions, or
delays in calculating or disseminating any underlying asset or commodity value, the current value
of the underlying asset or commodity if required to be deposited to the partnership in connection
with issuance of Partnership Units, net asset value, or other information relating to the purchase,
redemption or trading of Partnership Units, resulting from any negligent act or omission by the
Exchange or any agent of the Exchange, or any act, condition or cause beyond the reasonable
control of the Exchange or its agent, including, but not limited to, an act of God, fire, flood,
extraordinary weather conditions, war, insurrection, riot, strike, accident, action of government,
communications or power failure, equipment or software malfunction, or any error, omission or
delay in the reports of transactions in an underlying asset or commodity.

203
The Exchange will file separate proposals under Section 19(b) of the Exchange Act
before listing and trading separate and distinct Partnership Units designated on different
underlying investments, commodities and/or assets.

Interpretations and Policies

.01 The Exchange requires Members to provide to all purchasers of newly issued Partnership
Units a prospectus for the series of Partnership Units.

Equity Index-Linked Securities, Commodity-Linked Securities and Currency-

Linked Securities

The Exchange will consider listing and/or trading equity index-linked securities (“Equity Index-
Linked Securities”), commodity-linked securities (“Commodity-Linked Securities”) and currency-
linked securities (“Currency-Linked Securities” and, together with Equity Index-Linked Securities
and Commodity-Linked Securities, “Index-Linked Securities”) that in each case meet the
applicable criteria of this Rule 14.7. Equity Index-Linked Securities are securities that provide for
the payment at maturity of a cash amount based on the performance of an underlying index or
indexes of equity securities. The payment at maturity with respect to Commodity-Linked
Securities and Currency-Linked Securities is based on (i) in the case of Commodity-Linked
Securities, one or more physical commodities or commodity futures, options or other commodity
derivatives or Commodity-Based Trust Shares (as defined in Rule 14.4) or a basket or index of
any of the foregoing (the “Commodity Reference Asset”), or (ii) in the case of Currency-Linked
Securities, one or more currencies, or options or currency futures or other currency derivatives or
Currency Trust Shares (as defined in Rule 14.5) or a basket or index of any of the foregoing (the
“Currency Reference Asset”). Index-Linked Securities may or may not provide for the repayment
of the original principal investment amount. The Exchange may submit a rule filing pursuant to
Section 19(b)(2) of the Exchange Act to permit the listing and/or trading of Index-Linked
Securities that do not otherwise meet the standards set forth below in paragraphs (a) through (i).

The Exchange will consider for listing and/or trading pursuant to Rule 19b-4(e) under the
Exchange Act, securities under this Rule 14.7 provided the following criteria are met.

Issuer Listing Standards. The issuer must be an entity that:

If the issuer is a company listed on the New York Stock Exchange, NYSE
Arca, American Stock Exchange, or NASDAQ Stock Market, the entity must be a company
in good standing (i.e., meets the continued listing criteria of such exchange).

If not listed, the issuer must meet the following criteria:

The issuer shall have assets in excess of $100 million and

stockholders’ equity of at least $10 million. In the case of an issuer which is unable
to satisfy the earnings criteria set forth in (ii) below, the Exchange generally will
require the issuer to have the following: (x) assets in excess of $200 million and
stockholders’ equity of at least $10 million; or (y) assets in excess of $100 million
and stockholders’ equity of at least $20 million.

204
The issuer’s pre-tax income from continuing operations shall
substantially exceed $750,000 in its last fiscal year, or in two of its last three fiscal
years. (Sovereign issuers will be evaluated on a case-by-case basis.)

Either:

Has a minimum tangible net worth of $250 million (if the Index-
Linked Securities are fully and unconditionally guaranteed by an affiliate of the
issuer, the Exchange will rely on such affiliate’s tangible net worth for purposes of
this requirement); or

Has a minimum tangible net worth of $150 million and the original
issue price of the Index-Linked Securities, combined with all of the issuer’s other
Index-Linked Securities listed on a national securities exchange or otherwise
publicly traded in the United States, is not greater than 25 percent of the issuer’s
tangible net worth at the time of issuance (if the Index-Linked Securities are fully
and unconditionally guaranteed by an affiliate of the issuer, the Exchange will apply
the provisions of this paragraph to such affiliate instead of the issuer and will
include in its calculation all Index-Linked Securities that are fully and
unconditionally guaranteed by such affiliate).

Is in compliance with Rule 10A-3 under the Exchange Act.

Issue Listing Standards. The issue must:

Have a minimum public distribution of at least 1 million units, except if

the Index-Linked Security is traded in thousand dollar denominations.

Have at least 400 holders, except if the Index-Linked Securities are

redeemable at the option of the holders thereof on at least a weekly basis or the Index-
Linked Security is traded in thousand dollar denominations.

Have a principal amount/aggregate market value of not less than $4

million.

Have a minimum term of one (1) year but not greater than thirty (30) years.

Be the non-convertible debt of the issuer.

Not base its payment at maturity on a multiple of the negative performance

of an underlying index or indexes, Commodity Reference Asset or Currency Reference
Asset, as the case may be, although the payment at maturity may or may not provide for a
multiple of the positive performance of an underlying index or indexes, Commodity
Reference Asset or Currency Reference Asset, as the case may be. In addition, the issue
must meet one of the criteria set forth in (c), (d) or (e) below.

Equity Index-Linked Securities Listing Standards.

205
Initial Listing. The Exchange will consider listing Equity Index-Linked
Securities that meet the requirements of this subparagraph (c), where the payment at
maturity is based on an index or indexes of equity securities. The issue must meet the
following initial listing criteria:

Each underlying index is required to have at least ten (10)

component securities of different issuers.

The index or indexes to which the security is linked shall either (i)
have been reviewed and approved for the trading of investment company units or
options or other derivatives by the Commission under Section 19(b)(2) of the
Exchange Act and rules thereunder and the conditions set forth in the Commission’s
approval order, including comprehensive surveillance sharing agreements for non-
U.S. stocks, continue to be satisfied, or (ii) the index or indexes meet the following
criteria:

(i) Each component security has a minimum market value of at

least $75 million, except that for each of the lowest dollar weighted
component securities in the index that in the aggregate account for no more
than 10% of the dollar weight of the index, the market value can be at least
$50 million;

(ii) Each component security shall have trading volume in each

of the last six months of not less than 1,000,000 shares per month, except
that for each of the lowest dollar weighted component securities in the index
that in the aggregate account for no more than 10% of the dollar weight of
the index, the trading volume shall be at least 500,000 shares per month in
each of the last six months;

(iii) Indexes based upon the equal-dollar or modified equal dollar

weighting methodology will be rebalanced at least quarterly;

(iv) In the case of a capitalization weighted index or modified

capitalization weighted index, the lesser of the five highest dollar weighted
component securities in the index or the highest dollar weighted component
securities in the index that in the aggregate represent at least 30% of the
total number of component securities in the index, each have an average
monthly trading volume of at least 2,000,000 shares over the previous six
months;

(v) No underlying component security will represent more than

25% of the dollar weight of the index, and the five highest dollar weighted
component securities in the index will not in the aggregate account for more
than 50% of the weight of the index (60% for an index consisting of fewer
than 25 component securities);

206
(vi) 90% of the index’s dollar weight and at least 80% of the total
number of component securities will meet the then current criteria for
standardized options trading on a national securities exchange; and

(vii) All component securities shall be either (A) securities (other

than foreign country securities and American Depositary Receipts
(“ADRs”)) that are (i) issued by a Exchange Act reporting company which
is listed on a national securities exchange and (ii) an “NMS stock” (as
defined in Rule 600 of SEC Regulation NMS) or (B) be foreign country
securities or ADRs, provided that foreign country securities or foreign
country securities underlying ADRs having their primary trading market
outside the United States on foreign trading markets that are not members
of the Intermarket Surveillance Group or parties to comprehensive
surveillance sharing agreements with the Exchange will not in the aggregate
represent more than 20% of the dollar weight of the index.

Continued Listing. The issue must meet the following continued listing
criteria:

The Exchange will commence delisting or removal proceedings if

any of the initial listing criteria described in (c)(1) above are not continuously
maintained, except that:

(i) the criteria that no single component represent more than

25% of the dollar weight of the index and the five highest dollar weighted
components in the index can not represent more than 50% (or 60% for
indexes with less than 25 components) of the dollar weight of the index,
need only be satisfied for capitalization weighted, modified capitalization
weighted and price weighted indexes as of the first day of January and July
in each year;

(ii) the total number of components in the index may not

increase or decrease by more than 33-1/3% from the number of components
in the index at the time of its initial listing, and in no event may be less than
ten (10) components;

(iii) the trading volume of each component security in the index

must be at least 500,000 shares for each of the last six months, except that
for each of the lowest dollar weighted components in the index that in the
aggregate account for no more than 10% of the dollar weight of the index,
trading volume must be at least 400,000 shares for each of the last six
months; and

(iv) in a capitalization weighted index or modified capitalization

weighted index, the lesser of the five highest weighted component securities
in the index or the highest weighted component securities in the index that
in the aggregate represent at least 30% of the total number of stocks in the

207
index have had an average monthly trading volume of at least 1,000,000
shares over the previous six months.

In connection with an Equity Index-Linked Security that is listed

pursuant to Rule 14.7, the Exchange will commence delisting or removal
proceedings if an underlying index or indexes fails to satisfy the maintenance
standards or conditions for such index or indexes as set forth by the Commission in
its order under Section 19(b)(2) of the Exchange Act approving the index or indexes
for the trading of options or other derivatives.

The Exchange will also commence delisting or removal proceedings

under any of the following circumstances:

(i) if the aggregate market value or the principal amount of the

Equity Index-Linked Securities publicly held is less than $400,000;

(ii) if the value of the index or composite value of the indexes,

if applicable, is no longer calculated or widely disseminated on at least a
15-second basis during the time the Equity Index-Linked Securities trade
on the Exchange; or

(iii) if such other event shall occur or condition exists which in

the opinion of the Exchange makes further dealings on the Exchange
inadvisable.

Commodity-Linked Securities Listing Standards.

Initial Listing. The issue must meet the initial listing standard set forth in
either (A) or (B) below, and both initial listing standards set forth in (C) and (D) below:

The Commodity Reference Asset to which the security is linked

shall have been reviewed and approved for the trading of Commodity Trust Shares
or options or other derivatives by the Commission under Section 19(b)(2) of the
Exchange Act and rules thereunder and the conditions set forth in the Commission’s
approval order, including with respect to comprehensive surveillance sharing
agreements, continue to be satisfied.

The pricing information for each component of a Commodity

Reference Asset must be derived from a market which is an Intermarket
Surveillance Group (“ISG”) member or affiliate or with which the Exchange has a
comprehensive surveillance sharing agreement. Notwithstanding the previous
sentence, pricing information for gold and silver may be derived from the London
Bullion Market Association.

the value of the Commodity Reference Asset must be calculated and

widely disseminated on at least a 15-second basis during the time the Commodity-
Linked Securities trade on the Exchange; and

208
in the case of Commodity-Linked Securities that are periodically
redeemable, the indicative value of the subject Commodity-Linked Securities must
be calculated and widely disseminated by one or more major market data vendors
on at least a 15-second basis during the time the Commodity-Linked Securities
trade on the Exchange.

Continued Listing. The issue must meet the following continued listing
criteria:

The Exchange will commence delisting or removal proceedings if

any of the initial listing criteria described above are not continuously maintained.
Notwithstanding the foregoing, an issue will not be delisted for a failure to have
comprehensive surveillance sharing agreements, if the Commodity Reference
Asset has at least 10 components and the Exchange has comprehensive surveillance
sharing agreements with respect to at least 90% of the dollar weight of the
Commodity Reference Asset.

The Exchange will also commence delisting or removal

proceedings:

(i) If the aggregate market value or the principal amount of the

Commodity-Linked Securities publicly held is less than $400,000;

(ii) The value of the Commodity Reference Asset is no longer

calculated or available and a new Commodity Reference Asset is
substituted, unless the new Commodity Reference Asset meets the
requirements of this Rule 14.7; or

(iii) if such other event shall occur or condition exists which in

the opinion of the Exchange makes further dealings on the Exchange
inadvisable.

Currency-Linked Securities Listing Standards.

Initial Listing. The issue must meet the initial listing standard set forth in
either (A) or (B) below, and both initial listing standards set forth in (C) and (D) below:

The Currency Reference Asset to which the security is linked shall

have been reviewed and approved for the trading of Currency Trust Shares or
options or other derivatives by the Commission under Section 19(b)(2) of the
Exchange Act and rules thereunder and the conditions set forth in the Commission’s
approval order, including with respect to comprehensive surveillance sharing
agreements, continue to be satisfied.

The pricing information for each component of a Currency

Reference Asset must be (i) the generally accepted spot price for the currency
exchange rate in question or (ii) derived from a market which (a) is an ISG member
or affiliate or with which the Exchange has a comprehensive surveillance sharing

209
agreement and (b) is the pricing source for components of a Currency Reference
Asset that has previously been approved by the Commission.

the value of the Currency Reference Asset must be calculated and

widely disseminated on at least a 15-second basis during the time the Currency-
Linked Securities trade on the Exchange; and

in the case of Currency-Linked Securities that are periodically

redeemable, the indicative value of the subject Currency-Linked Securities must be
calculated and widely disseminated by one or more major market data vendors on
at least a 15-second basis during the time the Currency-Linked Securities trade on
the Exchange.

Continued Listing. The issue must meet the following continued listing
criteria:

The Exchange will commence delisting or removal proceedings if

any of the initial listing criteria described above is not continuously maintained.
Notwithstanding the foregoing, an issue will not be delisted for a failure to have
comprehensive surveillance sharing agreements, if the Currency Reference Asset
has at least ten (10) components and the Exchange has comprehensive surveillance
sharing agreements with respect to at least 90% of the dollar weight of the Currency
Reference Asset.

The Exchange will also commence delisting or removal proceedings

under any of the following circumstances:

(i) If the aggregate market value or the principal amount of the

Currency-Linked Securities publicly held is less than $400,000;

(ii) If the value of the Currency Reference Asset is no longer

calculated or available and a new Currency Reference Asset is substituted,
unless the new Currency Reference Asset meets the requirements of this
Rule 14.7; or

(iii) If such other event shall occur or condition exists which in

the opinion of the Exchange makes further dealings on the Exchange
inadvisable.

Firewalls. If the value of an Index-Linked Security listed under Rule 14.7 is based
in whole or in part on an index that is maintained by a broker or dealer, the broker or dealer shall
erect a “firewall” around the personnel responsible for the maintenance of such index or who have
access to information concerning changes and adjustments to the index, and the index shall be
calculated by a third party who is not a broker or dealer. Any advisory committee, supervisory
board or similar entity that advises an index licensor or administrator or that makes decisions
regarding the index or portfolio composition, methodology and related matters must implement
and maintain, or be subject to, procedures designed to prevent the use and dissemination of
material, non-public information regarding the applicable index or portfolio.

210
Index-Linked Securities will be subject to the Exchange’s equity trading rules.

Trading Halts.

In the case of Commodity- or Currency-Linked Securities, if the indicative

value or the Commodity Reference Asset value or Currency Reference Asset value, as the
case may be, applicable to a series of securities is not being disseminated as required, or,
in the case of Equity Index-Linked Securities, if the value of the index is not being
disseminated as required, the Exchange may halt trading during the day on which such
interruption first occurs. If such interruption persists past the trading day in which it
occurred, the Exchange will halt trading no later than the beginning of the trading day
following the interruption.

With respect to Index-Linked Securities admitted to dealings by the

Exchange on an unlisted trading privileges basis, the Exchange will halt trading, in
accordance with Rule 14.1(a), if such Index-Linked Security is no longer listed or trading
on the primary market.

Surveillance Procedures. The Exchange will implement written

surveillance procedures for Index-Linked Securities, including adequate
comprehensive surveillance sharing agreements with markets trading in the
underlying components, as applicable.

Portfolio Depositary Receipts

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Portfolio Depositary Receipts that meet the criteria of this Rule 14.8.

Applicability. This Rule is applicable only to Portfolio Depositary Receipts.

Trading Hours. Transactions in Portfolio Depositary Receipts will occur during

Regular Trading Hours for each series.

Definitions.

Portfolio Depositary Receipt. The term “Portfolio Depositary Receipt”

means a security:

that is based on a unit investment trust (“Trust”) which holds the

securities which comprise an index or portfolio underlying a series of Portfolio
Depositary Receipts;

that is issued by the Trust in a specified aggregate minimum number

in return for a “Portfolio Deposit” consisting of specified numbers of shares of stock
plus a cash amount;

211
that, when aggregated in the same specified minimum number, may
be redeemed from the Trust which will pay to the redeeming holder the stock and
cash then comprising the “Portfolio Deposit”; and

that pays holders a periodic cash payment corresponding to the

regular cash dividends or distributions declared with respect to the component
securities of the stock index or portfolio of securities underlying the Portfolio
Depositary Receipts, less certain expenses and other charges as set forth in the Trust
prospectus.

Reporting Authority. The term “Reporting Authority” in respect of a

particular series of Portfolio Depositary Receipts means the Exchange, an institution
(including the Trustee for a series of Portfolio Depositary Receipts), or a reporting service
designated by the Exchange or by the exchange that lists a particular series of Portfolio
Depositary Receipts (if the Exchange is trading such series pursuant to unlisted trading
privileges) as the official source for calculating and reporting information relating to such
series, including, but not limited to, any current index or portfolio value; the current value
of the portfolio of securities required to be deposited to the Trust in connection with
issuance of Portfolio Depositary Receipts; the amount of any dividend equivalent payment
or cash distribution to holders of Portfolio Depositary Receipts, net asset value, or other
information relating to the creation, redemption or trading of Portfolio Depositary Receipts.

Designation of an Index or Portfolio. The trading of Portfolio Depositary Receipts

based on one or more stock indexes or securities portfolios, whether by listing or pursuant to
unlisted trading privileges, shall be considered on a case-by-case basis. The Portfolio Depositary
Receipts based on each particular stock index or portfolio shall be designated as a separate series
and shall be identified by a unique symbol. The stocks that are included in an index or portfolio
on which Portfolio Depositary Receipts are based shall be selected by the Exchange or by such
other person as shall have a proprietary interest in and authorized use of such index or portfolio,
and may be revised from time to time as may be deemed necessary or appropriate to maintain the
quality and character of the index or portfolio.

Initial and Continued Listing and/or Trading. A Trust upon which a series of
Portfolio Depositary Receipts is based will be traded on the Exchange, whether by listing or
pursuant to unlisted trading privileges, subject to application of the following criteria:

Commencement of Trading. For each Trust, the Exchange will establish a

minimum number of Portfolio Depositary Receipts required to be outstanding at the time
of commencement of trading on the Exchange.

Continued Trading. Following the initial twelve (12) month period

following formation of a Trust and commencement of trading on the Exchange, the
Exchange will consider the suspension of trading in or removal from listing of or
termination of unlisted trading privileges for a Trust upon which a series of Portfolio
Depositary Receipts is based under any of the following circumstances:

212
if the Trust has more than 60 days remaining until termination and there
are fewer than 50 record and/or beneficial holders of Portfolio Depositary Receipts for 30
or more consecutive trading days; or

if the value of the index or portfolio of securities on which the Trust is

based is no longer calculated or available; or

if such other event shall occur or condition exists which is the opinion of
the Exchange, makes further dealings on the Exchange inadvisable.

If the Exchange is trading the Portfolio Depositary Receipts pursuant to unlisted trading
privileges, it will cease trading the Portfolio Depositary Receipts if the primary listing exchange
ceases trading the Portfolio Depositary Receipts for any of the above reasons.

Upon termination of a Trust, the Exchange requires that Portfolio Depositary Receipts
issued in connection with such Trust be removed from Exchange listing or have their unlisted
trading privileges terminated. A Trust may terminate in accordance with the provisions of the Trust
prospectus, which may provide for termination if the value of securities in the Trust falls below a
specified amount.

Term. The stated term of the Trust shall be as stated in the Trust prospectus.
However, a Trust may be terminated under such earlier circumstances as may be specified in the
Trust prospectus.

Trustee. The trustee must be a trust company or banking institution having

substantial capital and surplus and the experience and facilities for handling corporate trust
business. In cases where, for any reason, an individual has been appointed as trustee, a qualified
trust company or banking institution must be appointed co-trustee.

Voting Rights. Voting rights shall be as set forth in the Trust prospectus. The
Trustee of a Trust may have the right to vote all of the voting securities of such Trust.

Provision of Prospectus and Written Description.

The provisions of this paragraph apply only to series of Portfolio

Depositary Receipts that are the subject of an order by the Commission exempting such
series from certain prospectus delivery requirements under Section 24(d) of the
Investment Company Act of 1940 and are not otherwise subject to prospectus delivery
requirements under the Securities Act of 1933. The Exchange will inform its members
regarding application of this paragraph to a particular series of Portfolio Depositary
Receipts by means of an information circular prior to commencement of trading in such
series. In connection with any series of Portfolio Depositary Receipts listed or traded on
the Exchange, Members must provide to all purchasers of such series of Portfolio
Depositary Receipts a written description of the terms and characteristics of such
securities, in a form prepared or approved by the Exchange, not later than the time a
confirmation of the first transaction in such security is delivered to such purchaser. In
addition, Members must include such a written description with any sales material relating
to such series of Portfolio Depositary Receipts that is provided to customers or the public.

213
Any other written materials provided by a Member to customers or the public making
specific reference to such series of Portfolio Depositary Receipts as an investment vehicle
must include a statement in substantially the following form: “A circular describing the
terms and characteristics of [the series of Portfolio Depositary Receipts] has been prepared
by [Trust name] and is available from your broker or the Cboe EDGA Exchange, Inc. It
is recommended that you obtain and review such circular before purchasing [the series of
Portfolio Depositary Receipts]. In addition, upon request you may obtain from your broker
a prospectus for [the series of Portfolio Depositary Receipts].”

A Member carrying an omnibus account for a non-Member broker-dealer

is required to inform such non-Member that execution of an order to purchase a series of
Portfolio Depositary Receipts for such omnibus account will be deemed to constitute
agreement by the non-Member to make such written description available to its customers
on the same terms as are directly applicable to Members under this rule.

Upon request of a customer, a Member shall also provide a prospectus for

the particular series of Portfolio Depositary Receipts.

Limitation of Exchange Liability.

Neither the Exchange, the Reporting Authority nor any agent of the
Exchange shall have any liability for damages, claims, losses or expenses caused by any
errors, omissions, or delays in calculating or disseminating any current index or portfolio
value; the current value of the portfolio of securities required to be deposited to the Trust;
the amount of any dividend equivalent payment or cash distribution to holders of Portfolio
Depositary Receipts; net asset value; or other information relating to the creation,
redemption or trading of Portfolio Depositary Receipts, resulting from any negligent act or
omission by the Exchange, or the Reporting Authority, or any agent of the Exchange, or
any act, condition or cause beyond the reasonable control of the Exchange or its agent, or
the Reporting Authority, including, but not limited to, an act of God, fire, flood,
extraordinary weather conditions, war, insurrection, riot, strike, accident, action of
government, communications or power failure, equipment or software malfunction, or any
error, omission or delay in the reports of transactions in one or more underlying securities.

No Warranties. Neither the Exchange, any affiliate, nor the Reporting Authority
makes any express or implied warranty as to results that any person or party may obtain by using
(1) any Portfolio Depositary Receipt, or (2) any underlying index or data included therein. The
Exchange, its affiliates and Reporting Authority makes no express or implied warranties, and
disclaims all warranties of merchantability or fitness for a particular purpose or use, with respect
to Portfolio Depositary Receipts or any underlying index or data included therein.

Interpretations and Policies

.01 The Exchange may approve a series of Portfolio Depositary Receipts for trading, whether
by listing or pursuant to unlisted trading privileges, pursuant to Rule 19b-4(e) under the Exchange
Act, provided each of the following criteria is satisfied:

Eligibility Criteria for Index Components.

214
Upon the initial listing of a series of Portfolio Depositary Receipts on the
Exchange, or if the Exchange is trading the Portfolio Depositary Receipts pursuant to
unlisted trading privileges, upon the initial listing on the primary exchange, the component
stocks of an index or portfolio underlying such series of Portfolio Depositary Receipts shall
meet the following criteria:

Component stocks that in the aggregate account for at least 90% of

the weight of the index or portfolio shall have a minimum market value of at least
$75 million;

The component stocks shall have a minimum monthly trading

volume during each of the last six months of at least 250,000 shares for stocks
representing at least 90% of the weight of the index or portfolio;

The most heavily weighted component stock cannot exceed 25% of

the weight of the index or portfolio, and the five most heavily weighted component
stocks cannot exceed 65% of the weight of the index or portfolio;

The underlying index or portfolio must include a minimum of 13

stocks; and

All securities in an underlying index or portfolio must be listed on a

national securities exchange.

Index Methodology and Calculation.

The index underlying a series of Portfolio Depositary Receipts will be

calculated based on either the market capitalization, modified market capitalization, price,
equal-dollar or modified equal-dollar weighting methodology;

If the index is maintained by a broker-dealer, the broker-dealer shall erect

a “fire wall” around the personnel who have access to information concerning changes and
adjustments to the index and the index shall be calculated by a third party who is not a
broker-dealer; and

The current index value will be disseminated every 15 seconds over the
Consolidated Tape Association’s Network B.

Disseminated Information.

The Reporting Authority will disseminate for each series of Portfolio

Depositary Receipts an estimate, updated every 15 seconds, of the value of a share of each
series. This may be based, for example, upon current information regarding the required
deposit of securities and cash amount to permit creation of new shares of the series or upon
the index value.

Initial Shares Outstanding.

215
A minimum of 100,000 shares of a series of Portfolio Depositary Receipts
is required to be outstanding at the time of commencement of trading on the Exchange.

Trading Increment.

The minimum trading increment for a series of Portfolio Depositary

Receipts shall be $.01.

Surveillance Procedures.

The Exchange will implement written surveillance procedures for Portfolio Depositary
Receipts.

[Amended August 30, 2019 (SR-CboeEDGA-2019-007)]

Equity-Linked Debt Securities

Equity-Linked Debt Securities (“ELDS”) are limited term non-convertible debt obligations of an
issuer where the value of the debt is based, at least in part, on the value of another issuer’s common
stock or non-convertible preferred stock. The Exchange may approve ELDS for listing and/or
trading pursuant to Rule 19b-4(e) under the Exchange Act provided that the criteria set out below
are satisfied:

ELDS Issuer Listing Standards.

The ELDS issuer must, in all cases, have either

A minimum tangible net worth of $250 million; or

A minimum tangible net worth of $150 million and the original issue
price of the ELDS, combined with all of the issuer’s other ELDS listed on a national
securities exchange or otherwise publicly traded in the United States, may not be
greater than 25 percent of the issuer’s net worth at the time of issuance.

ELDS Listing Standards. The issue must have:

At least 1 million ELDS outstanding.

At least 400 holders.

An aggregate market value of at least $4 million.

A minimum life of one year.

Linked Equity Listing Standards.

216
An equity security on which the value of the debt is based must:

Have either:

(i) a market capitalization of at least $3 billion and a trading

volume of at least 2.5 million shares in the one-year period preceding the
listing of the ELDS;

(ii) a market capitalization of at least $1.5 billion and a trading

volume of at least 10 million shares in the one-year period preceding the
listing of the ELDS; or

(iii) a market capitalization of at least $500 million and trading

volume of at least 15 million shares in the one-year preceding the listing of
the ELDS.

Be issued by a company that has a continuous reporting obligation

under the Act, as amended, and be listed on a national securities exchange and be
subject to last sale reporting.

Be issued either by:

(i) a U.S. company; or

(ii) a non-U.S. company (including a company that is traded in

the United States through American Depositary Receipts (“ADRs”)) if there
are at least 2000 holders of the security, and either

the Exchange, or, if the ELDS is to be traded pursuant to unlisted

trading privileges, any other national securities exchange that is the primary U.S.
market for such security, has in place with the primary exchange in the country
where the security is primarily traded (or, in the case of a sponsored ADR, the
primary exchange in the home country where the security underlying the ADR is
primarily traded) an effective comprehensive surveillance information sharing
agreement,

The “Relative U.S. Volume” is at least 50 percent (for purposes of

this subsection, the term “Relative U.S. Volume” shall mean the ratio of (i) the
combined trading volume, on a share-equivalent basis, of the security and related
securities (including ADRs overlying such security) in the United States and in any
other market with which the Exchange (for ELDS that are listed on the Exchange)
or with which any other national securities exchange that is the primary U.S. market
for such ELDS (if the ELDS is to be traded on the Exchange pursuant to unlisted
trading privileges) has in place an effective, comprehensive surveillance
information sharing agreement to (ii) the world-wide trading volume in such
securities, or

217
During the six months preceding the listing of the ELDS on the
Exchange (or for ELDS traded on the Exchange pursuant to unlisted trading
privileges, preceding the listing of the ELDS on the primary U.S. market for such
security), the following trading volume standards were met:

(i) the combined trading volume of the security (including the

security itself, any ADR overlying the security (adjusted on a share
equivalent basis) and any other classes of stock related to the underlying
security) in the United States is at least 20 percent of the combined world-
wide trading volume in the security and in related securities,

(ii) the average daily trading volume for the security (or, if
traded in the form of an ADR, the ADR overlying such security) in the U.S.
market is 100,000 or more shares, and

(iii) the trading volume for the security (or, if traded in the form
of an ADR, the ADR overlying such security) is at least 60,000 per day in
the U.S. market on a majority of the trading days during the six-month
period.

Limits on Number of ELDS.

The issuance of ELDS relating to any underlying U.S. security may not
exceed five percent of the total outstanding shares of such underlying security. The
issuance of ELDS relating to any underlying non-U.S. security or sponsored ADR may not
exceed:

two percent of the total worldwide outstanding shares of such

security if at least 20 percent of the worldwide trading volume in the security and
related securities during the six-month period preceding the date of listing occurs
in the U.S. market;

three percent of the total worldwide outstanding shares of such

security if at least 50 percent of the worldwide trading volume in the security and
related securities during the six-month period preceding the date of listing occurs
in the U.S. market; or

five percent of the total worldwide outstanding shares of such

security if at least 70 percent of the worldwide trading volume in the security and
related securities during the six-month period preceding the date of listing on the
Exchange (for ELDS that are listed on the Exchange) or listing on the national
securities exchange that is the primary U.S. market for such ELDS (if the ELDS is
to be traded on the Exchange pursuant to unlisted trading privileges) occurs in the
U.S. market.

If an issuer proposes to issue ELDS that relate to more than the allowable percentages of the
underlying security specified in this subsection (d), then the Exchange, in consultation with the

218
Commission, will evaluate the maximum percentage of ELDS that may be issued on a case-by-
case basis.

Prior to the commencement of trading of a particular ELDS designated pursuant to

this Rule, the Exchange will distribute a circular to its Members providing guidance regarding
Member compliance responsibilities (including suitability recommendations and account
approval) when handling transactions in ELDSs.

Requirements for Securities Issued by the Exchange or its Affiliates

For purposes of this Rule, the terms below are defined as follows:

“EDGA Affiliate” means the Exchange and any entity that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with the Exchange, where “control” means that one entity possesses,
directly or indirectly, voting control of the other entity either through ownership of capital
stock or other equity securities or through majority representation on the board of directors
or other management body of such entity.

“Affiliate Security” means any security issued by an EDGA Affiliate or

any Exchange-listed option on any such security, with the exception of Portfolio
Depository Receipts as defined in Rule 14.8(d) and Investment Company Units as defined
in Rule 14.2.

Affiliate Securities Listed on the Exchange, excluding Affiliate Securities that are
Exchange-listed options:

Prior to the initial listing of an Affiliate Security on the Exchange,

Exchange personnel shall determine that such security satisfies the Exchange’s rules for
listing, and such finding must be approved by the Regulatory Oversight Committee of the
Exchange’s Board of Directors.

Throughout the continued listing of an Affiliate Security on the Exchange,

the Exchange shall prepare a quarterly report on the Affiliate Security for the Regulatory
Oversight Committee of the Exchange’s Board of Directors that describes the Exchange’s
monitoring of the Affiliate Security’s compliance with the Exchange’s listing standards,
including:

the Affiliate Security’s compliance with the Exchange’s minimum

share price requirement; and

the Affiliate Security’s compliance with each of the quantitative

continued listing requirements.

Once a year, an independent accounting firm shall review the listing

standards for the Affiliate Security to ensure that the issuer is in compliance with the listing
requirements and a copy of the report shall be forwarded promptly to the Regulatory
Oversight Committee of the Exchange’s Board of Directors.

219
In the event that the Exchange determines that the EDGA Affiliate is not
in compliance with any of the Exchange’s listing standards, the Exchange shall notify the
issuer of such non-compliance promptly and request a plan of compliance. The Exchange
shall file a report with the Commission within five business days of providing such notice
to the issuer of its non-compliance. The report shall identify the date of the non-
compliance, type of non-compliance, and any other material information conveyed to the
issuer in the notice of noncompliance. Within five business days of receipt of a plan of
compliance from the issuer, the Exchange shall notify the Commission of such receipt,
whether the plan of compliance was accepted by the Exchange or what other action was
taken with respect to the plan and the time period provided to regain compliance with the
Exchange’s listing standards, if any.

Affiliate Securities Traded on the Exchange. Throughout the trading of an Affiliate

Security on the Exchange, the Exchange shall prepare a quarterly report on the Affiliate Security
for the Regulatory Oversight Committee of the Exchange’s Board of Directors that describes the
Exchange’s monitoring of the trading of the Affiliate Security, including summaries of all related
surveillance alerts, complaints, regulatory referrals, trades cancelled or adjusted pursuant to
Exchange Rules, investigations, examinations, formal and informal disciplinary actions, exception
reports and trading data used to ensure the Affiliate Security’s compliance with the Exchange’s
listing and trading rules.

Upon request, a copy of the reports required by sub-paragraphs (b) and (c) will be
forwarded promptly to the Commission.

[Adopted April 13, 2016 (SR-BatsEDGA-2016-06); amended October 30, 2020 (SR-CboeEDGA-
2020-028)]

Managed Portfolio Shares

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Managed Portfolio Shares that meet the criteria of this Rule.

Applicability. This Rule is applicable only to Managed Portfolio Shares. Except to

the extent inconsistent with this Rule, or unless the context otherwise requires, the rules and
procedures of the Board of Directors shall be applicable to the trading on the Exchange of such
securities. Managed Portfolio Shares are included within the definition of "security" or "securities"
as such terms are used in the Rules of the Exchange.

The Exchange will file separate proposals under Section 19(b) of the
Securities Exchange Act of 1934 before the listing and trading of a series of Managed
Portfolio Shares.

Trading Hours. Transactions in Managed Portfolio Shares will occur

throughout the Exchange’s trading hours.

Surveillance Procedures. The Exchange will implement and maintain

written surveillance procedures for Managed Portfolio Shares. As part of these
surveillance procedures, the Investment Company’s investment adviser will upon request

220
by the Exchange or FINRA, on behalf of the Exchange, make available to the Exchange
or FINRA the daily portfolio holdings of each series of Managed Portfolio Shares.

If the investment adviser to the Investment Company issuing Managed

Portfolio Shares is registered as a broker-dealer or is affiliated with a broker-dealer, such
investment adviser will erect and maintain a "fire wall" between the investment adviser
and personnel of the broker-dealer or broker-dealer affiliate, as applicable, with respect to
access to information concerning the composition of and/or changes to such Investment
Company portfolio and/or the Creation Basket. Any person related to the investment
adviser or Investment Company who makes decisions pertaining to the Investment
Company's portfolio composition or has access to information regarding the Investment
Company’s portfolio composition or changes thereto or the Creation Basket must be
subject to procedures designed to prevent the use and dissemination of material nonpublic
information regarding the applicable Investment Company portfolio or changes thereto or
the Creation Basket.

Any person or entity, including an AP Representative, custodian,

Reporting Authority, distributor, or administrator, who has access to information
regarding the Investment Company’s portfolio composition or changes thereto or the
Creation Basket, must be subject to procedures designed to prevent the use and
dissemination of material nonpublic information regarding the applicable Investment
Company portfolio or changes thereto or the Creation Basket. Moreover, if any such
person or entity is registered as a broker-dealer or affiliated with a broker-dealer, such
person or entity will erect and maintain a “fire wall” between the person or entity and the
broker-dealer with respect to access to information concerning the composition and/or
changes to such Investment Company portfolio or Creation Basket.

Definitions. The following terms as used in the Rules shall, unless the context
otherwise requires, have the meanings herein specified:

Managed Portfolio Share. The term "Managed Portfolio Share" means a

security that (a) represents an interest in an investment company registered under the
Investment Company Act of 1940 ("Investment Company") organized as an open-end
management investment company, that invests in a portfolio of securities selected by the
Investment Company's investment adviser consistent with the Investment Company's
investment objectives and policies; (b) is issued in a Creation Unit, or multiples thereof,
in return for a designated portfolio of instruments (and/or an amount of cash) with a value
equal to the next determined net asset value and delivered to the Authorized Participant
(as defined in the Investment Company’s Form N-1A filed with the Commission) through
a Confidential Account; (c) when aggregated into a Redemption Unit, or multiples thereof,
may be redeemed for a designated portfolio of instruments (and/or an amount of cash)
with a value equal to the next determined net asset value delivered to the Confidential
Account for the benefit of the Authorized Participant; and (d) the portfolio holdings for
which are disclosed within at least 60 days following the end of every fiscal quarter.

Verified Intraday Indicative Value. The term "Verified Intraday Indicative

Value" is the indicative value of a Managed Portfolio Share based on all of the holdings

221
of a series of Managed Portfolio Shares as of the close of business on the prior business
day and, for corporate actions, based on the applicable holdings as of the opening of
business on the current business day, priced and disseminated in one second intervals
during Regular Trading Hours by the Reporting Authority.

AP Representative. The term “AP Representative” means an unaffiliated

broker-dealer, with which an Authorized Participant has signed an agreement to establish
a Confidential Account for the benefit of such Authorized Participant, that will deliver or
receive, on behalf of the Authorized Participant, all consideration to or from the
Investment Company in a creation or redemption. An AP Representative will not be
permitted to disclose the Creation Basket to any person, including the Authorized
Participants.

Confidential Account. The term “Confidential Account” means an account

owned by an Authorized Participant and held with an AP Representative on behalf of the
Authorized Participant. The account will be established and governed by contractual
agreement between the AP Representative and the Authorized Participant solely for the
purposes of creation and redemption, while keeping confidential the Creation Basket
constituents of each series of Managed Portfolio Shares, including from the Authorized
Participant. The books and records of the Confidential Account will be maintained by the
AP Representative on behalf of the Authorized Participant.

Creation Basket. The term “Creation Basket” means on any given business
day the names and quantities of the specified instruments (and/or an amount of cash) that
are required for an AP Representative to deposit in-kind on behalf of an Authorized
Participant in exchange for a Creation Unit and the names and quantities of the specified
instruments (and/or an amount of cash) that will be transferred in-kind to an AP
Representative on behalf of an Authorized Participant in exchange for a Redemption Unit,
which will be identical and will be transmitted to each AP Representative before the
commencement of trading.

Creation Unit. The term “Creation Unit” means a specified minimum

number of Managed Portfolio Shares issued by an Investment Company at the request of
an Authorized Participant in return for a designated portfolio of instruments and/or cash.

Redemption Unit. The term “Redemption Unit” means a specified

minimum number of Managed Portfolio Shares that may be redeemed to an Investment
Company at the request of an Authorized Participant in return for a portfolio of
instruments and/or cash.

Reporting Authority. The term "Reporting Authority" in respect of a

particular series of Managed Portfolio Shares means the Exchange, the exchange that lists
a particular series of Managed Portfolio Shares (if the Exchange is trading such series
pursuant to unlisted trading privileges), an institution, or a reporting service designated by
the Investment Company as the official source for calculating and reporting information
relating to such series, including, the net asset value, the Verified Intraday Indicative
Value, or other information relating to the issuance, redemption or trading of Managed

222
Portfolio Shares. A series of Managed Portfolio Shares may have more than one Reporting
Authority, each having different functions.

Normal Market Conditions. The term "Normal Market Conditions"

includes, but is not limited to, the absence of trading halts in the applicable financial
markets generally; operational issues (e.g., systems failure) causing dissemination of
inaccurate market information; or force majeure type events such as natural or manmade
disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar
intervening circumstance.

Initial and Continued Listing. Managed Portfolio Shares will be listed and traded
on the Exchange subject to application of the following criteria:

Initial Listing. Each series of Managed Portfolio Shares will be listed and
traded on the Exchange subject to application of the following initial listing criteria:

(A) For each series, the Exchange will establish a minimum

number of Managed Portfolio Shares required to be outstanding at the time
of commencement of trading on the Exchange.

(B) The Exchange will obtain a representation from the

Investment Company that issues each series of Managed Portfolio Shares
that the net asset value per share for the series will be calculated daily and
that the net asset value will be made available to all market participants at
the same time.

(C) All Managed Portfolio Shares shall have a stated investment

objective, which shall be adhered to under Normal Market Conditions.

Continued Listing. Each series of Managed Portfolio Shares will be listed

and traded on the Exchange subject to application of the following continued listing
criteria:

(A) Verified Intraday Indicative Value. The Verified Intraday

Indicative Value for Managed Portfolio Shares will be widely disseminated by the
Reporting Authority and/or by one or more major market data vendors in one
second intervals during Regular Trading Hours, and will be disseminated to all
market participants at the same time.

(B) Suspension of trading or removal. The Exchange will

consider the suspension of trading in or removal from listing of or termination of
unlisted trading privileges for a series of Managed Portfolio Shares under any of
the following circumstances:

(i) if, following the initial twelve-month period after

commencement of trading on the Exchange of a series of Managed
Portfolio Shares, there are fewer than 50 beneficial holders of the

223
series of Managed Portfolio Shares for 30 or more consecutive
trading days;

(ii) if the Exchange has halted trading in a series of

Managed Portfolio Shares because the Verified Intraday Indicative
Value is interrupted pursuant to Rule 14.11(d)(2)(C)(ii) and such
interruption persists past the trading day in which it occurred or is
no longer available;

(iii) if the Exchange has halted trading in a series of

Managed Portfolio Shares because the net asset value with respect
to such series of Managed Portfolio Shares is not disseminated to all
market participants at the same time, the holdings of such series of
Managed Portfolio Shares are not made available on at least a
quarterly basis as required under the 1940 Act, or such holdings are
not made available to all market participants at the same time
pursuant to Rule 14.11(d)(2)(C)(ii) and such issue persists past the
trading day in which it occurred;

(iv) if the Exchange has halted trading in a series of

Managed Portfolio Shares pursuant to Rule 14.11(d)(2)(C)(i), such
issue persists past the trading day in which it occurred;

(v) if the Investment Company issuing the Managed

Portfolio Shares has failed to file any filings required by the
Commission or if the Exchange is aware that the Investment
Company is not in compliance with the conditions of any currently
applicable exemptive order or no-action relief granted by the
Commission or Commission staff to the Investment Company with
respect to the series of Managed Portfolio Shares;

(vi) if any of the continued listing requirements set forth

in Rule 14.11 are not continuously maintained; or

(vii) if such other event shall occur or condition exists

which, in the opinion of the Exchange, makes further dealings on
the Exchange inadvisable.

Trading Halt.

(i) The Exchange may consider all relevant factors in exercising

its discretion to halt trading in a series of Managed Portfolio Shares. Trading
may be halted because of market conditions or for reasons that, in the view
of the Exchange, make trading in the series of Managed Portfolio Shares
inadvisable. These may include: (a) the extent to which trading is not
occurring in the securities and/or the financial instruments composing the
portfolio; or (b) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are present.

224
(ii) If the Exchange becomes aware that: (a) the Verified
Intraday Indicative Value of a series of Managed Portfolio Shares is not
being calculated or disseminated in one second intervals, as required; (b)
the net asset value with respect to a series of Managed Portfolio Shares is
not disseminated to all market participants at the same time; (c) the holdings
of a series of Managed Portfolio Shares are not made available on at least a
quarterly basis as required under the 1940 Act; or (d) such holdings are not
made available to all market participants at the same time (except as
otherwise permitted under the currently applicable exemptive order or no-
action relief granted by the Commission or Commission staff to the
Investment Company with respect to the series of Managed Portfolio
Shares), it will halt trading in such series until such time as the Verified
Intraday Indicative Value, the net asset value, or the holdings are available,
as required.

Termination. Upon termination of an Investment Company, the

Exchange requires that Managed Portfolio Shares issued in connection with such
entity be removed from Exchange listing.

Voting. Voting rights shall be as set forth in the applicable

Investment Company prospectus and/or statement of additional information.

Limitation of Exchange Liability. Neither the Exchange, the Reporting Authority,

when the Exchange is acting in the capacity of a Reporting Authority, nor any agent of the
Exchange shall have any liability for damages, claims, losses or expenses caused by any errors,
omissions, or delays in calculating or disseminating any current portfolio value; the current value
of the portfolio of securities required to be deposited to the open-end management investment
company in connection with issuance of Managed Portfolio Shares; the Verified Intraday
Indicative Value; the amount of any dividend equivalent payment or cash distribution to holders
of Managed Portfolio Shares; net asset value; or other information relating to the purchase,
redemption, or trading of Managed Portfolio Shares, resulting from any negligent act or omission
by the Exchange, the Reporting Authority when the Exchange is acting in the capacity of a
Reporting Authority, or any agent of the Exchange, or any act, condition, or cause beyond the
reasonable control of the Exchange, its agent, or the Reporting Authority, when the Exchange is
acting in the capacity of a Reporting Authority, including, but not limited to, an act of God; fire;
flood; extraordinary weather conditions; war; insurrection; riot; strike; accident; action of
government; communications or power failure; equipment or software malfunction; or any error,
omission, or delay in the reports of transactions in one or more underlying securities.

Disclosures. The provisions of this subparagraph apply only to series of Managed

Portfolio Shares that are the subject of an order by the Commission exempting such series from
certain prospectus delivery requirements under Section 24(d) of the Investment Company Act of
1940 and are not otherwise subject to prospectus delivery requirements under the Securities Act
of 1933. The Exchange will inform its Members regarding application of this subparagraph to a
particular series of Managed Portfolio Shares by means of an information circular prior to
commencement of trading in such series.

225
The Exchange requires that members provide to all purchasers of a series of Managed
Portfolio Shares a written description of the terms and characteristics of those securities, in a form
prepared by the open-end management investment company issuing such securities, not later than
the time a confirmation of the first transaction in such series is delivered to such purchaser. In
addition, members shall include such a written description with any sales material relating to a
series of Managed Portfolio Shares that is provided to customers or the public. Any other written
materials provided by a member to customers or the public making specific reference to a series
of Managed Portfolio Shares as an investment vehicle must include a statement in substantially
the following form: “A circular describing the terms and characteristics of (the series of Managed
Portfolio Shares) has been prepared by the (open-end management investment company name)
and is available from your broker. It is recommended that you obtain and review such circular
before purchasing (the series of Managed Portfolio Shares).”

A member carrying an omnibus account for a non-member broker-dealer is required to

inform such non-member that execution of an order to purchase a series of Managed Portfolio
Shares for such omnibus account will be deemed to constitute agreement by the non-member to
make such written description available to its customers on the same terms as are directly
applicable to members under this rule.

Upon request of a customer, a member shall also provide a prospectus for the particular
series of Managed Portfolio Shares.

(Adopted January 21, 2020 (SR-CboeEDGA-2020-001; Amended April 3, 2020 (SR-CboeEDGA-

2020-010))

Exchange-Traded Fund Shares

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, the shares of Exchange-Traded Funds (“ETF Shares”) that meet the criteria of
this Rule 14.12.

Applicability. This Rule 14.12 is applicable only to ETF Shares. Except to the
extent inconsistent with this Rule 14.12, or unless the context otherwise requires, the rules and
procedures of the Board of Directors shall be applicable to the trading on the Exchange of such
securities. ETF Shares are included within the definition of "security" or "securities" as such terms
are used in the Rules of the Exchange.

Transactions in ETF Shares will occur throughout the Exchange’s trading

hours.

Minimum Price Variance. The minimum price variation for quoting and
entry of orders in ETF Shares is $0.01.

Surveillance Procedures. The Exchange will implement and maintain

written surveillance procedures for ETF Shares.

226
Definitions. The following terms as used in the Rules shall, unless the context
otherwise requires, have the meanings herein specified:

ETF Shares. The term "ETF Shares" means shares of stock issued by an
Exchange-Traded Fund.

Exchange-Traded Fund. The term “Exchange-Traded Fund” has the same

meaning as the term “exchange-traded fund” as defined in Rule 6c-11 under the
Investment Company Act of 1940.

Reporting Authority. The term “Reporting Authority” in respect of a

particular series of ETF Shares means the Exchange, an institution, or a reporting service
designated by the Exchange or by the exchange that lists a particular series of ETF Shares
(if the Exchange is trading such series pursuant to unlisted trading privileges) as the
official source for calculating and reporting information relating to such series, including,
but not limited to, the amount of any dividend equivalent payment or cash distribution to
holders of ETF Shares, net asset value, index or portfolio value, the current value of the
portfolio of securities required to be deposited in connection with issuance of ETF Shares,
or other information relating to the issuance, redemption or trading of ETF Shares. A
series of ETF Shares may have more than one Reporting Authority, each having different
functions.

Initial and Continued Listing; Unlisted Trading Privileges. The Exchange may
approve a series of ETF Shares for listing and/or trading (including pursuant to unlisted trading
privileges) on the Exchange pursuant to Rule 19b-4(e) under the Act, provided such series of ETF
Shares is eligible to operate in reliance on Rule 6c-11 under the Investment Company Act of 1940
and must satisfy the requirements of this Rule 14.12 on an initial and continued listing basis.

The requirements of Rule 6c-11 must be satisfied by a series of ETF Shares

on an initial and continued listing basis. Such securities must also satisfy the following
criteria on an initial and, except for paragraph (A) below, continued, listing basis:

For each series, the Exchange will establish a minimum number of

ETF Shares required to be outstanding at the time of commencement of trading on
the Exchange;

If an index underlying a series of ETF Shares is maintained by a

broker-dealer or fund adviser, the broker-dealer or fund adviser shall erect and
maintain a "fire wall" around the personnel who have access to information
concerning changes and adjustments to the index and the index shall be calculated
by a third party who is not a broker-dealer or fund adviser. If the investment adviser
to the investment company issuing an actively managed series of ETF Shares is
affiliated with a broker-dealer, such investment adviser shall erect and maintain a
“fire wall” between the investment adviser and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
Exchange-Traded Fund’s portfolio; and

227
Any advisory committee, supervisory board, or similar entity that
advises a Reporting Authority or that makes decisions on the composition,
methodology, and related matters of an index underlying a series of ETF Shares,
must implement and maintain, or be subject to, procedures designed to prevent the
use and dissemination of material non-public information regarding the applicable
index. For actively managed Exchange-Traded Funds, personnel who make
decisions on the portfolio composition must be subject to procedures designed to
prevent the use and dissemination of material nonpublic information regarding the
applicable portfolio.

Continued Listing and Trading or Trading Pursuant to Unlisted Trading

Privileges. Each series of ETF Shares will be listed and traded or traded pursuant to
unlisted trading privileges on the Exchange subject to application of the following
continued listing criteria:

Suspension of trading or removal; termination of unlisted trading

privileges. The Exchange will consider the suspension of trading in or removal from
listing of or termination of unlisted trading privileges for a series of ETF Shares
under any of the following circumstances:

(i) if the Exchange becomes aware that the issuer of the ETF
Shares is no longer eligible to operate in reliance on Rule 6c-11 under the
Investment Company Act of 1940;

(ii) if any of the other listing requirements set forth in this Rule
14.12 are not continuously maintained;

(iii) if, following the initial twelve month period after

commencement of trading on the Exchange of a series of ETF Shares, there
are fewer than 50 beneficial holders of the series of ETF Shares for 30 or
more consecutive trading days; or

(iv) if such other event shall occur or condition exists which, in

the opinion of the Exchange, makes further dealings on the Exchange
inadvisable.

Termination. Upon termination of an investment company, the

Exchange requires that ETF Shares issued in connection with such entity be
removed from Exchange listing.

Limitation of Exchange Liability. Neither the Exchange, the Reporting Authority,

nor any agent of the Exchange shall have any liability for damages, claims, losses or expenses
caused by any errors, omissions, or delays in calculating or disseminating any current index or
portfolio value; the current value of the portfolio of securities required to be deposited to the open-
end management investment company in connection with issuance of ETF Shares; the amount of
any dividend equivalent payment or cash distribution to holders of ETF Shares; net asset value; or
other information relating to the purchase, redemption, or trading of ETF Shares, resulting from
any negligent act or omission by the Exchange, the Reporting Authority, or any agent of the

228
Exchange, or any act, condition, or cause beyond the reasonable control of the Exchange, its agent,
or the Reporting Authority, including, but not limited to, an act of God; fire; flood; extraordinary
weather conditions; war; insurrection; riot; strike; accident; action of government;
communications or power failure; equipment or software malfunction; or any error, omission, or
delay in the reports of transactions in one or more underlying securities.

[Adopted May 7, 2020 (SR-CboeEDGA-2020-013)]

Tracking Fund Shares

The Exchange will consider for trading, whether by listing or pursuant to unlisted
trading privileges, Tracking Fund Shares that meet the criteria of this Rule 14.13.

Applicability. This Rule 14.13 is applicable only to Tracking Fund Shares. Except
to the extent inconsistent with this Rule 14.13, or unless the context otherwise requires, the rules
and procedures of the Board of Directors shall be applicable to the trading on the Exchange of
such securities. Tracking Fund Shares are included within the definition of “security” or
“securities” as such terms are used in the Rules of the Exchange.

The Exchange will file separate proposals under Section 19(b) of the Act
before the listing and trading of a series of Tracking Fund Shares.

Transactions in Tracking Fund Shares will occur throughout the

Exchange’s trading hours.

Minimum Price Variance. The minimum price variation for quoting and
entry of orders in Tracking Fund Shares is $0.01.

Surveillance Procedures. The Exchange will implement and maintain

written surveillance procedures for Tracking Fund Shares. As part of these surveillance
procedures, the Investment Company’s investment adviser will upon request by the
Exchange or FINRA, on behalf of the Exchange, make available to the Exchange or
FINRA the daily Fund Portfolio of each series of Tracking Fund Shares.

If the investment adviser to the Investment Company issuing Tracking

Fund Shares is registered as a broker-dealer or is affiliated with a broker-dealer, such
investment adviser will erect and maintain a "fire wall" between the investment adviser
and personnel of the broker-dealer or broker-dealer affiliate, as applicable, with respect to
access to information concerning the composition of and/or changes to the Fund Portfolio
and/or the Tracking Basket. Any person related to the investment adviser or Investment
Company who makes decisions pertaining to the Investment Company's Fund Portfolio
and/or the Tracking Basket or has access to nonpublic information regarding the Fund
Portfolio and/or the Tracking Basket or changes thereto must be subject to procedures
designed to prevent the use and dissemination of material nonpublic information regarding
the Fund Portfolio and/or the Tracking Basket or changes thereto.

Any person or entity, including a custodian, Reporting Authority,

distributor, or administrator, who has access to nonpublic information regarding the Fund

229
Portfolio or the Tracking Basket or changes thereto, must be subject to procedures
designed to prevent the use and dissemination of material nonpublic information regarding
the applicable Fund Portfolio or the Tracking Basket or changes thereto. Moreover, if any
such person or entity is registered as a broker-dealer or affiliated with a broker-dealer,
such person or entity will erect and maintain a “fire wall” between the person or entity
and the broker-dealer with respect to access to information concerning the composition
and/or changes to such Fund Portfolio or Tracking Basket.

Definitions. The following terms as used in the Rules shall, unless the context
otherwise requires, have the meanings herein specified:

Tracking Fund Share. The term “Tracking Fund Share” means a security
that: (i) represents an interest in an investment company registered under the Investment
Company Act of 1940 ("Investment Company") organized as an open-end management
investment company, that invests in a portfolio of securities selected by the Investment
Company's investment adviser consistent with the Investment Company's investment
objectives and policies; (ii) is issued in a specified aggregate minimum number in return
for a deposit of a specified Tracking Basket and/or a cash amount with a value equal to
the next determined net asset value; (iii) when aggregated in the same specified minimum
number, may be redeemed at a holder’s request, which holder will be paid a specified
Tracking Basket and/or a cash amount with a value equal to the next determined net asset
value; and (iv) the portfolio holdings for which are disclosed within at least 60 days
following the end of every fiscal quarter.

Fund Portfolio. The term “Fund Portfolio” means the identities and
quantities of the securities and other assets held by the Investment Company that will form
the basis for the Investment Company’s calculation of net asset value at the end of the
business day.

Reporting Authority. The term “Reporting Authority” in respect of a

particular series of Tracking Fund Shares means the Exchange, an institution, or a
reporting service designated by the Exchange or by the exchange that lists a particular
series of Tracking Fund Shares (if the Exchange is trading such series pursuant to unlisted
trading privileges) as the official source for calculating and reporting information relating
to such series, including, but not limited to, the Tracking Basket; the Fund Portfolio; the
amount of any cash distribution to holders of Tracking Fund Shares, net asset value, or
other information relating to the issuance, redemption or trading of Tracking Fund Shares.
A series of Tracking Fund Shares may have more than one Reporting Authority, each
having different functions.

Normal Market Conditions. The term "Normal Market Conditions"

230
Tracking Basket. The term “Tracking Basket” means the identities and
quantities of the securities and other assets included in a basket that is designed to closely
track the daily performance of the Fund Portfolio, as provided in the exemptive relief
under the Investment Company Act of 1940 applicable to a series of Tracking Fund
Shares. The website for each series of Tracking Fund Shares shall disclose the following
information regarding the Tracking Basket as required under this Rule 14.13, to the extent
applicable:

Ticker symbol;

CUSIP or other identifier;

Description of holding;

Quantity of each security or other asset held; and

Percentage weight of the holding in the portfolio.

Initial and Continued Listing; Unlisted Trading Privileges. The Exchange may
approve a series of Tracking Fund Shares for listing and/or trading (including pursuant to unlisted
trading privileges) on the Exchange subject to application of the following criteria:

Initial Listing. Each series of Tracking Fund Shares will be listed and
traded on the Exchange subject to application of the following initial listing criteria:

For each series, the Exchange will establish a minimum number of

Tracking Fund Shares required to be outstanding at the time of commencement of
trading on the Exchange.

The Exchange will obtain a representation from the issuer of each

series of Tracking Fund Shares that the net asset value per share for the series will
be calculated daily and that each of the following will be made available to all
market participants at the same time when disclosed: the net asset value, the
Tracking Basket, and the Fund Portfolio.

All Tracking Fund Shares shall have a stated investment objective,

which shall be adhered to under Normal Market Conditions.

Continued Listing and Trading or Trading Pursuant to Unlisted Trading

Privileges. Each series of Tracking Fund Shares will be listed and traded or traded
pursuant to unlisted traded privileges on the Exchange subject to application of the
following continued listing criteria:

Tracking Basket. The Tracking Basket will be publicly disseminated

at least once daily and will be made available to all market participants at the same
time.

231
Fund Portfolio. The Fund Portfolio will at a minimum be publicly
disclosed within at least 60 days following the end of every fiscal quarter and will
be made available to all market participants at the same time.

Suspension of trading or removal; termination of unlisted trading

privileges. The Exchange will consider the suspension of trading in or removal from
listing of or termination of unlisted trading privileges for a series of Tracking Fund
Shares under any of the following circumstances:

(i) if, following the initial twelve-month period after

commencement of trading on the Exchange of a series of Tracking Fund
Shares, there are fewer than 50 beneficial holders of the series of Tracking
Fund Shares for 30 or more consecutive trading days;

(ii) if either the Tracking Basket or Fund Portfolio is not made

available to all market participants at the same time;

(iii) if the Investment Company issuing the Tracking Fund

Shares has failed to file any filings required by the Commission or if the
Exchange is aware that the Investment Company is not in compliance with
the conditions of any exemptive order or no-action relief granted by the
Commission or the Commission staff under the Investment Company Act
of 1940 to the Investment Company with respect to the series of Tracking
Fund Shares;

(iv) if any of the requirements set forth in this rule are not
continuously maintained;

(v) if any of the applicable Continued Listing Representations

for the issue of Tracking Fund Shares are not continuously met; or

(vi) if such other event shall occur or condition exists which, in

the opinion of the Exchange, makes further dealings on the Exchange
inadvisable.

Trading Halt.

(i) The Exchange may consider all relevant factors in exercising

its discretion to halt trading in a series of Tracking Fund Shares. Trading
may be halted because of market conditions or for reasons that, in the view
of the Exchange, make trading in the series of Tracking Fund Shares
inadvisable. These may include: (i) the extent to which trading is not
occurring in the securities and/or the financial instruments composing the
Tracking Basket or Fund Portfolio; or (ii) whether other unusual conditions
or circumstances detrimental to the maintenance of a fair and orderly market
are present.

232
(ii) If the Exchange becomes aware that one of the following is
not being made available to all market participants at the same time: the net
asset value, the Tracking Basket, or the Fund Portfolio with respect to a
series of Tracking Fund Shares, then the Exchange will halt trading in such
series until such time as the net asset value, the Tracking Basket, or the Fund
Portfolio is available to all market participants, as applicable.

Termination. Upon termination of an Investment Company, the

Exchange requires that Tracking Fund Shares issued in connection with such entity
be removed from listing on the Exchange.

Voting. Voting rights shall be as set forth in the applicable

Investment Company prospectus and/or statement of additional information.

Limitation of Liability. Neither the Exchange, the Reporting Authority, when the
Exchange is acting in the capacity of a Reporting Authority, nor any agent of the Exchange shall
have any liability for damages, claims, losses or expenses caused by any errors, omissions, or
delays in calculating or disseminating any current portfolio value; the current value of the portfolio
of securities required to be deposited to the open-end management investment company in
connection with issuance of Tracking Fund Shares; the amount of any dividend equivalent
payment or cash distribution to holders of Tracking Fund Shares; net asset value; or other
information relating to the purchase, redemption, or trading of Tracking Fund Shares, resulting
from any negligent act or omission by the Exchange, the Reporting Authority when the Exchange
is acting in the capacity of a Reporting Authority, or any agent of the Exchange, or any act,
condition, or cause beyond the reasonable control of the Exchange, its agent, or the Reporting
Authority when the Exchange is acting in the capacity of a Reporting Authority, including, but not
limited to, an act of God; fire; flood; extraordinary weather conditions; war; insurrection; riot;
strike; accident; action of government; communications or power failure; equipment or software
malfunction; or any error, omission, or delay in the reports of transactions in one or more
underlying securities.

[Adopted June 4, 2020 (SR-CboeEDGA-2020-016)]

233
DUES, FEES, ASSESSMENTS AND OTHER CHARGES;
EFFECTIVE DATE

Authority to Prescribe Dues, Fees, Assessments and Other Charges

Generally. The Exchange may prescribe such reasonable dues, fees, assessments or
other charges as it may, in its discretion, deem appropriate. Such dues, fees, assessments and
charges may include membership dues, transaction fees, communication and technology fees,
regulatory charges, listing fees, and other fees and charges as the Exchange may determine. All
such dues, fees and charges shall be equitably allocated among Members, issuers and other persons
using the Exchange’s facilities.

Regulatory Transaction Fee. Under Section 31 of the Act, the Exchange must pay
certain fees to the Commission. To help fund the Exchange’s obligations to the Commission under
Section 31, this Regulatory Transaction Fee is assessed to Members. 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 expense. Each Member engaged in executing transactions on the Exchange
shall pay, in such manner and at such times as the Exchange shall direct, a Regulatory Transaction
Fee equal to (i) the rate determined by the Commission to be applicable to covered sales occurring
on the Exchange in accordance with Section 31 of the Act multiplied by (ii) the Member’s
aggregate dollar amount of covered sales occurring on the Exchange during any computational
period.

Schedule of Fees. The Exchange will provide Members with notice of all relevant
dues, fees, assessments and charges of the Exchange. Such notice may be made available to
Members on the Exchange’s website or by any other method deemed reasonable by the Exchange.

Regulatory Revenues

Any revenues received by the Exchange from fees derived from its regulatory function or
regulatory fines will not be used for non-regulatory purposes or distributed to the stockholder, but
rather, shall be applied to fund the legal and regulatory operations of the Exchange (including
surveillance and enforcement activities), or, as the case may be, shall be used to pay restitution
and disgorgement of funds intended for customers (except in the event of liquidation of the
Exchange, which case Direct Edge LLC will be entitled to the distribution of the remaining assets
of the Exchange).

[Adopted October 11, 2017 (SR-BatsEDGA-2017-22)]

234

FINRA Examination Priorities 2025
No ratings yet
FINRA Examination Priorities 2025
22 pages
1
No ratings yet
1
281 pages
MCX Stock Exchange Compliance Manual
No ratings yet
MCX Stock Exchange Compliance Manual
69 pages
Microsoft Word - UKFR - ED32 - Checkpoint
No ratings yet
Microsoft Word - UKFR - ED32 - Checkpoint
44 pages
Client Verification and Compliance Guidelines
No ratings yet
Client Verification and Compliance Guidelines
27 pages
REG18163
No ratings yet
REG18163
66 pages
Code - of - Conduct Jan 2024 - Eng Final With Bookmark - 20240119
No ratings yet
Code - of - Conduct Jan 2024 - Eng Final With Bookmark - 20240119
265 pages
NSCC Rules
No ratings yet
NSCC Rules
436 pages
CMSP Licensing and Supervision Directive No 980 2024
No ratings yet
CMSP Licensing and Supervision Directive No 980 2024
159 pages
Kuwait Capital Markets Authority Rules and Regulations111aa
No ratings yet
Kuwait Capital Markets Authority Rules and Regulations111aa
258 pages
DFSA Conduct of Business Module Overview
No ratings yet
DFSA Conduct of Business Module Overview
89 pages
NSCC Rules
No ratings yet
NSCC Rules
385 pages
NSCC Rules
No ratings yet
NSCC Rules
383 pages
Guidelines For Internal Control System and Compliance Function For Securities Broker
No ratings yet
Guidelines For Internal Control System and Compliance Function For Securities Broker
25 pages
Bye-Laws (Amended Upto Sep 2024)
No ratings yet
Bye-Laws (Amended Upto Sep 2024)
92 pages
NSCC Rules
No ratings yet
NSCC Rules
385 pages
Cboe Exchange Rules 2023 Update
No ratings yet
Cboe Exchange Rules 2023 Update
690 pages
Imc 1
No ratings yet
Imc 1
42 pages
Cobs
No ratings yet
Cobs
916 pages
CFA Level III Outline-Notes (2010)
100% (2)
CFA Level III Outline-Notes (2010)
114 pages
Certificate in Derivatives (IOC) Level 3 Ed19
No ratings yet
Certificate in Derivatives (IOC) Level 3 Ed19
392 pages
Aml Handbook July 2021
No ratings yet
Aml Handbook July 2021
205 pages
Generate Flawed Compliance Documentation.
No ratings yet
Generate Flawed Compliance Documentation.
13 pages
Code of Ethics
No ratings yet
Code of Ethics
1 page
Code of Ethics
No ratings yet
Code of Ethics
9 pages
Occ Rules
No ratings yet
Occ Rules
199 pages
Compliance Guidelines for Financial Representatives
No ratings yet
Compliance Guidelines for Financial Representatives
5 pages
ICICI Securities
No ratings yet
ICICI Securities
55 pages
Lehman Brothers Securities Litigation Opinion
100% (1)
Lehman Brothers Securities Litigation Opinion
110 pages
Lehman Brothers Securities Litigation Opinion
No ratings yet
Lehman Brothers Securities Litigation Opinion
110 pages
Codeofconductforpersonslicensedbyorregisteredwiththesecuritiesandfuturescommission
No ratings yet
Codeofconductforpersonslicensedbyorregisteredwiththesecuritiesandfuturescommission
235 pages
Ca Final Audit - Past Paper Trends (2019-2025 NS) + 100 Likely Mcqs (Sept 2025)
No ratings yet
Ca Final Audit - Past Paper Trends (2019-2025 NS) + 100 Likely Mcqs (Sept 2025)
4 pages
Exness VG General Business Terms
No ratings yet
Exness VG General Business Terms
22 pages
Compliance Calendar
No ratings yet
Compliance Calendar
35 pages
Ficc Gov Rules
No ratings yet
Ficc Gov Rules
326 pages
Code of Conduct & Ethics
No ratings yet
Code of Conduct & Ethics
43 pages
Circular
No ratings yet
Circular
11 pages
Generate Flawed Compliance Documentation.
No ratings yet
Generate Flawed Compliance Documentation.
25 pages
Direct Selling Association Code of Ethics
No ratings yet
Direct Selling Association Code of Ethics
27 pages
NovaTech Disclosure Doc CTA - 5!4!20
No ratings yet
NovaTech Disclosure Doc CTA - 5!4!20
43 pages
Prospectus Full
No ratings yet
Prospectus Full
358 pages
NSE 2024 Compliance Calendar Overview
No ratings yet
NSE 2024 Compliance Calendar Overview
37 pages
Audit Trail Essentials for Compliance
No ratings yet
Audit Trail Essentials for Compliance
35 pages
Commodity Futures Exchange Audit Guide
No ratings yet
Commodity Futures Exchange Audit Guide
152 pages
Annexure V2
No ratings yet
Annexure V2
28 pages
MCX
No ratings yet
MCX
32 pages
Manchester United 2022 Annual Report
No ratings yet
Manchester United 2022 Annual Report
177 pages
FinQuiz - Smart Summary - Study Session 1 - Reading 1
No ratings yet
FinQuiz - Smart Summary - Study Session 1 - Reading 1
17 pages
FICC-Government Security Division Rulebook
No ratings yet
FICC-Government Security Division Rulebook
230 pages
FinQuiz - Smart Summary, Study Session 1, Reading 2
No ratings yet
FinQuiz - Smart Summary, Study Session 1, Reading 2
15 pages
Nigerian Capital Market Legal Framework
No ratings yet
Nigerian Capital Market Legal Framework
36 pages
Consolidated Rules of Bursa Malaysia Securities BHD
No ratings yet
Consolidated Rules of Bursa Malaysia Securities BHD
323 pages
DFSA General Module Overview
No ratings yet
DFSA General Module Overview
212 pages
Pey3143 Group A
No ratings yet
Pey3143 Group A
21 pages
SBILL CHP 10 Setting Up of Branch Office Liaison Office Wholly Owned Subsidiary
No ratings yet
SBILL CHP 10 Setting Up of Branch Office Liaison Office Wholly Owned Subsidiary
9 pages
Investec Bank (Mauritius) Limited - Factsheet
No ratings yet
Investec Bank (Mauritius) Limited - Factsheet
4 pages
2.7 Financial Statement Analysis - Case Study
No ratings yet
2.7 Financial Statement Analysis - Case Study
8 pages
Insider Trading: Ethics and Regulations
No ratings yet
Insider Trading: Ethics and Regulations
5 pages
Accounting Process and Concepts Overview
No ratings yet
Accounting Process and Concepts Overview
59 pages
Module 1 - FINANCIAL MARKETS - STRUCTURE AND ROLE IN THE FINANCIAL SYSTEM
No ratings yet
Module 1 - FINANCIAL MARKETS - STRUCTURE AND ROLE IN THE FINANCIAL SYSTEM
12 pages
Financial Statements and Ratio Analysis
No ratings yet
Financial Statements and Ratio Analysis
50 pages
Mergers & Acquisitions in Tanzania
No ratings yet
Mergers & Acquisitions in Tanzania
7 pages
Adhwaith Nair Report
No ratings yet
Adhwaith Nair Report
31 pages
Hindustan Unilever Financial Analysis Report
No ratings yet
Hindustan Unilever Financial Analysis Report
63 pages
Understanding GAAP Principles Explained
No ratings yet
Understanding GAAP Principles Explained
4 pages
Setting Up VCFM in Singapore Guide
No ratings yet
Setting Up VCFM in Singapore Guide
8 pages
Detailed Corporate Financial Reporting Kenya
No ratings yet
Detailed Corporate Financial Reporting Kenya
3 pages
ABC Accounting Services Overview
No ratings yet
ABC Accounting Services Overview
2 pages
Accountancy PA 2 Answer Key Insights
No ratings yet
Accountancy PA 2 Answer Key Insights
2 pages
Overview of Non-Banking Financial Institutions
No ratings yet
Overview of Non-Banking Financial Institutions
11 pages
Financial Statement Analysis Guide
No ratings yet
Financial Statement Analysis Guide
3 pages
Guidelines On The Management of Interest Rate Risk Arising From Non-Trading Activities (EBA-GL-2018-02)
No ratings yet
Guidelines On The Management of Interest Rate Risk Arising From Non-Trading Activities (EBA-GL-2018-02)
126 pages
RFBT09-20 Code of Corporate Governance
No ratings yet
RFBT09-20 Code of Corporate Governance
21 pages
Aftab Ahmad CV
No ratings yet
Aftab Ahmad CV
2 pages
American Apparel. Drowning in Debt?
100% (1)
American Apparel. Drowning in Debt?
7 pages
ADM Management Accounting
No ratings yet
ADM Management Accounting
237 pages
Accounting Basics Quiz
No ratings yet
Accounting Basics Quiz
1 page
Siemens Digital Twin Insights 2024
No ratings yet
Siemens Digital Twin Insights 2024
10 pages
Insurance Regulation Draft 2024
No ratings yet
Insurance Regulation Draft 2024
2 pages
Bismillah Fresh Market LTD
No ratings yet
Bismillah Fresh Market LTD
3 pages
Olympus Zaitech Scandal Unveiled
No ratings yet
Olympus Zaitech Scandal Unveiled
2 pages
Realtek Semiconductor Asia Tech Tour Insights
No ratings yet
Realtek Semiconductor Asia Tech Tour Insights
5 pages
Chapter 2 Understanding Financial Statement and Cash Flow PDF
No ratings yet
Chapter 2 Understanding Financial Statement and Cash Flow PDF
30 pages