Effective Monday, February 3, 2020, pending filing with the SEC, Nasdaq GEMX ("GEMX") and Nasdaq ISE ("ISE") will amend pricing as described below:

Nasdaq GEMX

GEMX will be making the following changes to Section 3. Regular Order Fees and Rebates

• The Qualifying Tier Thresholds will be modified per the table below to exclude volume based tier considerations, to be replaced by Percentage of Customer Total Consolidated Volume Thresholds:

• For purposes of measuring Total Affiliated Member and Priority Customer Maker Tiers, Customer Total Consolidated Volume means the total volume cleared at The Options Clearing Corporation in the Customer range in equity and ETF options in that month.

Nasdaq ISE

As a reminder, Select Symbols are options overlying all symbols listed on the Nasdaq ISE that are in the Penny Pilot Program. Non-Select Symbols are options overlying all non-penny symbols (excluding index options).

• The per contract fee applied instead of applicable fees when trading against Priority Customer complex orders that leg into the regular order book in Select Symbols will be increased from $0.15 to $0.25 per contract and will now be applied to Market Maker, Non-Nasdaq ISE Market Maker (FARMM), Firm Proprietary / Broker-Dealer, and Professional Customer market participant categories.
• Market Maker Plus participants will continue to pay $0.15 per contract when trading against Priority Customer complex orders of under 50 contracts that leg into the regular order book and will not pay any fee or receive any rebate when trading against Priority Customer complex orders of 50 contracts or more that leg into the regular order book in symbols for which they qualify for the Market Maker Plus program.
• The fee for Crossing Orders Except PIM Orders for Market Participants in the Market Maker client category will be reduced from $0.25 to $0.20 per contract.



ISE will be making the following changes to Section 3. Regular Order Fees and Rebates

• For Non-Select Symbols only, Maker Fees, Maker Rebates, and Taker Fees will be initiated per the schedule below:

Market Participant	Maker Fees and (Rebates)	Taker Fee
Market Maker	$0.70	$0.72
Non-Nasdaq ISE Market Maker (FarMM)	$0.70	$0.72
Firm Proprietary/Broker Dealer	$0.70	$0.72
Professional Customer	$0.70	$0.72
Priority Customer	($0.86)	$0.00

• When trading against Priority Customer Regular Orders in Non-Select Symbols, Market Participants ex Priority Customer will be charged a $1.10 per contract Taker Fee. Priority customers will be charged a $0.86 per contract Taker Fee when trading against Priority Customer Regular Orders in Non-Select Symbols.


• Members who execute greater than 0.06% TCV per day in a given month of Regular Order Non-Select Customer Volume (Excluding Crossing Orders and Responses to Crossing Orders) Calculated as a Percentage of Customer Total Consolidated Volume will receive an additional rebate of $0.14 per contract applied to Non-Select Regular Order Maker Volume.


• When trading Non-Select Symbols against Priority Customer complex orders that leg into the regular order book, Priority Customers will neither be charged a fee nor paid a rebate.


• A Market participant's order which initiates a Flash Order will be assessed the appropriate Taker Fee in Section 3. Market participant responses to Flash Orders in Select Symbols will be paid/assessed the appropriate Maker Rebate/Fee in Section 3. Market Participant responses to Flash Orders in Non-Select Symbols will be charged $0.25 per contract. The $0.05 credit for market participant responses to Flash Orders which execute against a Priority Customer will be discontinued.



Nasdaq ISE Market Maker Plus program will be implemented in Non-Select Symbols per the schedule below:

Market Maker Plus (Specified Percentage)	Maker Fees and (Rebates)
Tier 1 (80% to less than 90%)	$0.50
Tier 2 (90% to less than 98%)	$0.30
Tier 3 (98% or greater)	($0.40)

• The fee for Market Makers adding liquidity in Non-Select Symbols that qualify for Market Maker Plus Tier 3 will be $0.10 per contract when trading against a Priority Customer.



ISE will be making the following changes to Section 4. Complex Order Fees and Rebates

• No Priority Customer complex order rebates will be provided in Non-Select Symbols if any leg of the order trades with interest on the regular order book, irrespective of order size.



ISE will be making the following changes to Section 6. Other Options Fees and Rebates

• ISE will be removing Market Maker Discount Tiers in Section 6.D
• Section 6.E Marketing Fee charge for Non-Select symbols will be $0.00