All fees and rebates assessed prior to the three full calendar months before the month in which the Exchange becomes aware of a billing error shall be considered final. Any dispute concerning fees or rebates billed by the Exchange must be submitted to the Exchange in writing and must be accompanied by supporting documentation.

Transaction Fees:

• Rebates indicated by parentheses ( ).
• The rates listed in the Standard Rates table apply unless a Member's transaction is assigned a fee code other than a standard fee code. If a Member's transaction is assigned a fee code other than a standard fee code, the rates listed in the Fee Codes table will apply.
• Footnotes provide further explanatory text or, where annotated to fee codes, indicate variable rate changes, provided the conditions in the footnote are met.
• Unless otherwise noted, all routing fees or rebates in the Fee Codes and Associated Fees table are for removing liquidity from the destination venue.

Standard Rates:

Category	Adding Liquidity	Removing Liquidity	Routing Liquidity
Securities at or above $1.00	$0.00200	($0.00020)	$0.00300
Securities below $1.00	FREE	0.10% of total dollar value	0.29% of total dollar value
Standard Fee Codes	B, V, Y	N, W, BB	X

Fee Codes and Associated Fees:

Definitions:

• All references to "per share" mean "per share executed."
• "ADAV" means average daily volume calculated as the number of shares added per day and "ADV" means average daily volume calculated as the number of shares added or removed, combined, per day. ADAV and ADV are calculated on a monthly basis.
  • The Exchange excludes from its calculation of ADAV and ADV shares added on any day that the Exchange's system experiences a disruption that lasts for more than 60 minutes during regular trading hours ("Exchange System Disruption"), on any day with a scheduled early market close and on the fourth Friday in June (the "Russell Reconstitution Day").
  • Routed shares are not included in ADAV or ADV calculation.
  • With prior notice to the Exchange, a Member may aggregate ADAV or ADV with other Members that control, are controlled by, or are under common control with such Member (as evidenced on such Member's Form BD).
• “Auction ADV” means average daily auction volume calculated as the number of shares executed in an auction per day.
• "Step-Up ADAV" means ADAV in the relevant baseline month subtracted from current ADAV.
• “Step-Up Auction ADV” means Auction ADV in the relevant baseline month subtracted from current Auction ADV.
• “Step-Up Add TCV” means ADAV as a percentage of TCV in the relevant baseline month subtracted from current ADAV as a percentage of TCV.
• “Step-Up Remove TCV” means remove ADV as a percentage of TCV in the relevant baseline month subtracted from current remove ADV as a percentage of TCV.
• "TCV" means total consolidated volume calculated as the volume reported by all exchanges and trade reporting facilities to a consolidated transaction reporting plan for the month for which the fees apply.
  • The Exchange excludes from its calculation of TCV volume on any day that the Exchange experiences an Exchange System Disruption, on any day with a scheduled early market close and the Russell Reconstitution Day.

General Notes:

• Unless otherwise indicated, rebates and charges for adding, removing or routing liquidity are listed as per share rebates and charges.
• The Exchange notes that to the extent a Member does not qualify for any of the tiers listed below, the rates listed in the above section titled "Fee Codes and Associated Fees" will apply.
• To the extent a Member qualifies for higher rebates and/or lower fees than those provided by a tier for which such Member qualifies, the higher rebates and/or lower fees shall apply.
• Variable rates provided by tiers apply only to executions in securities priced at or above $1.00.
• Fee codes applicable to orders routed to NYSE Arca will be applied to orders routed to the NYSE or NYSE American where, pursuant to NYSE and NYSE American Rule 49, the NYSE or NYSE American have designated NYSE Arca as their backup facility to receive and process bids and offers and to execute orders on behalf of the NYSE or NYSE American.

Footnotes:

1. Add/Remove Volume Tiers

   Applicable to the following fee codes: B, V, Y, and AD.

   Tier	Fee Per Share to Add	Required Criteria
   Tier 1	$0.0016	Member has a combined Auction ADV and ADAV ≥ 0.10% of the TCV or Member has a combined Auction ADV and ADAV ≥ 11,000,000
   Tier 2	$0.0014	Member has a combined Auction ADV and ADAV ≥ 0.15% of the TCV or Member has a combined Auction ADV and ADAV ≥ 16,000,000
   Tier 3	$0.0013	Member has a combined Auction ADV and ADAV ≥ 0.30% of the TCV
   Tier 4	$0.0012	Member has a combined Auction ADV and ADAV ≥ 0.60% of the TCV
   Tier 5	$0.0012	MPID has a combined Auction ADV and ADAV ≥ 0.55% of the TCV

   Applicable to the following fee codes: BB, N and W.

   Tier	Rebate Per Share to Remove	Required Criteria
   Tier 6	($0.0013)	1. Member has a combined Auction ADV and ADV ≥ 0.08% of the TCV; and 2. Member has a combined Auction ADV and ADAV ≥ 3,500,000 shares
   Tier 7	($0.0015)	1. Member has a combined Auction ADV and ADV ≥ 0.10% of the TCV; and 2. Member has a combined Auction ADV and ADAV ≥ 7,000,000 shares

   Applicable to the following fee codes: AH, MM.

   Tier	Fee Per Share to Add	Required Criteria
   Non-Displayed Tier	$0.0005	1. Member has a combined Auction ADV and ADAV ≥ 5,000,000.

2. Reserved

3. Routing Tier

   Applicable to the fee code C.

   Rebate Per Share to Route to NASDAQ BX Using Destination Specific or TRIM	Required Criteria
   ($0.0016)	Member has a combined Auction ADV and ADV ≥ 0.10% of the TCV

4. The fee for adding non-displayed liquidity does not apply to Reserve or Discretionary orders.

5. The standard rebate/fee for accessing liquidity applies to any Retail Order that removes displayed liquidity or Mid-Point Peg liquidity.

6. Remove liquidity from BYX for securities priced below $1.00: 0.10% charge of the total dollar value.

7. Add liquidity to BYX for securities priced below $1.00: no charge or rebate.

8. Add or remove liquidity in securities priced below $1.00 for Parallel D, Parallel 2D, ROUT, ROUX, Post to Away, RMPL, and RMPT routed executions: 0.29% charge of the total dollar value.

9. Remove liquidity in securities priced below $1.00 for Parallel T and SWPA routed executions: 0.33% charge of the total dollar value.

10. Add liquidity in securities priced below $1.00 for RDOT and Post to Away routed executions: no charge or rebate.

11. Remove liquidity from EDGA using ALLB routing strategy for securities priced below $1.00: no fee or charge.

12. Remove liquidity from EDGX using ALLB routing strategy for securities priced below $1.00: 0.30% charge of the total dollar value.

13. Remove liquidity from BZX using ALLB routing strategy for securities priced below $1.00: 0.30% charge of the total dollar value.

14. For securities priced below $1.00: 0.30% charge of the total dollar value.

15. For securities priced below $1.00: no charge or rebate.

Logical Port Fees:

Service	Fee
Logical Ports (excluding Purge Port, Multicast PITCH Spin Server Port or GRP Port)	$550/port/month
Purge Ports	$650/port/month
Multicast PITCH Spin Server	$550/set of primary (A or C feed)
Multicast PITCH GRP Ports	$550/primary (A or C feed)
Certification Logical Ports	$250/port/month

• Logical port fees are limited to logical ports within the primary data center. No logical port fees will be assessed for redundant secondary data center ports.
• Multicast PITCH is available through one of two primary feeds, either the A or C feed. All secondary feed Multicast PITCH Spin Server and GRP Ports are provided for redundancy at no additional cost.
• New requests will be prorated for the first month of service, except for Certification Logical Ports. Cancellation requests are billed in full month increments as firms are required to pay for the service for the remainder of the month, unless the session is terminated within the first month of service.
• Users will be entitled to receive one Certification Logical Port free of charge per each logical port type. Certification Logical Port fees only apply if the corresponding logical port type is also available in the production environment.

Dedicated Cores:

Tier	Quantity	Fee Per Dedicated Core
1	1 - 2 Dedicated Cores	$0/month
2	3 - 10 Dedicated Cores	$650/month
3	11 - 15 Dedicated Cores	$850/month
4	16 or more Dedicated Cores	$1,050/month

Note: Members will be limited to 80 Dedicated Cores through November 2024. Effective December 1, 2024, Members will be limited to 120 Dedicated Cores. Sponsoring Members will be limited to 35 Dedicated Cores for each of their Sponsored Access relationships Members will be limited to Dedicated Core Fees are progressive. For example, a firm that chooses to purchase 11 Dedicated Cores will be assessed a total monthly fee of $6,050 (i.e., $0 x 2 Dedicated Cores, $650 x 8 Dedicated Cores, and $850 x 1 Dedicated Core). The monthly fees are assessed and applied in their entirety and are not prorated.

Physical Connectivity Fees:

Service	Fee per Physical Port
1Gb physical port	$2,500/month
10Gb physical port	$8,500/month
1Gb physical port (Disaster Recovery)	$2,000/month
10Gb physical port (Disaster Recovery)	$6,000/month

Note: The Exchange will pass-through in full any fees or costs in excess of $1,000.00 incurred by the Exchange to complete a cross-connect.

Market Participant Identifier (“MPID”) Fees:

Description	Fee
Monthly Fee per MPID per Member	$250

A Member’s first MPID is provided free of charge.

MPID Fees for additional MPIDs are prorated for the first month during which the MPID become effective. If an MPID is cancelled on or after the first business day of the month, the Member is required to pay the entire MPID Fee for that month.

Cboe Premium Exchange Tools

Description	Fee
Monthly Fee per User Login	$40

Market Data Fees:

Definitions

• A Distributor of an Exchange Market Data product is any entity that receives the Exchange Market Data product directly from the Exchange or indirectly through another entity and then distributes it internally or externally to a third party.
• An Internal Distributor of an Exchange Market Data product is a Distributor that receives the Exchange Market Data product and then distributes that data to one or more Users within the Distributor’s own entity.
• An External Distributor of an Exchange Market Data product is a Distributor that receives the Exchange Market Data product and then distributes that data to a third party or one or more Users outside the Distributor’s own entity.
• A User of an Exchange Market Data product is a natural person, a proprietorship, corporation, partnership, or entity, or device (computer or other automated service), that is entitled to receive Exchange data.
• A "Non-Professional User" of an Exchange Market Data product is a natural person or qualifying trust that uses Data only for personal purposes and not for any commercial purpose and, for a natural person who works in the United States, is not: (i) registered or qualified in any capacity with the Securities and Exchange Commission, the Commodities Futures Trading Commission, any state securities agency, any securities exchange or association, or any commodities or futures contract market or association; (ii) engaged as an “investment adviser” as that term is defined in Section 202(a)(11) of the Investment Advisors Act of 1940 (whether or not registered or qualified under that Act); or (iii) employed by a bank or other organization exempt from registration under federal or state securities laws to perform functions that would require registration or qualification if such functions were performed for an organization not so exempt; or, for a natural person who works outside of the United States, does not perform the same functions as would disqualify such person as a Non-Professional User if he or she worked in the United States.
• A Professional User of an Exchange Market Data product is any User other than a Non-Professional User.
• Non-Display Usage means any method of accessing a Market Data product that involves access or use by a machine or automated device without access or use of a display by a natural person or persons.
• A Trading Platform is any execution platform operated as or by a registered National Securities Exchange (as defined in Section 3(a)(1) of the Exchange Act), an Alternative Trading System (as defined in Rule 300(a) of Regulation ATS), or an Electronic Communications Network (as defined in Rule 600(b)(23) of Regulation NMS).
• A Managed Non-Display Service Provider is a Distributor that host a subscriber’s applications that utilizes a Market Data Product within the Managed Non-Display Service Provider’s space/cage; fully manages and controls access to the Market Data Product, and does not permit further redistribution of the Market Data Product internally or externally.

Trial Usage:

First-time Users and Distributors are eligible for a free trial and will not be charged any applicable fees for 30 days for each of the real-time market data products listed on this Fee Schedule (“Product”). A first-time User would be any User that has not previously subscribed to a particular Product. A first-time Distributor would be any firm that has not previously distributed, internally or externally, a particular Product. The free trial would be for the 30 days starting on the date a User or Distributor is approved to receive trial access to Exchange market data. The Exchange will provide the 30-day free trial for each particular product to each User or Distributor once.

BYX Depth:

Delivery	Fee
Internal Distributor	$1,000/month
External Distributor	$2,500/month
Non-Display Usage not by Trading Platforms*	$1,000/month
Non-Display Usage by Trading Platforms**	$2,000/month
Professional User Fee	$10.00/month
Non-Professional User Fee	$1.00/month
Enterprise Fee***	$25,000/month

* Subscribers that use an Exchange approved Managed Non-Display Service Provider would be exempt from proposed Non-Display Usage Fee. In order to qualify for the exemption, the subscriber must meet the following requirements: (i) any subscriber applications that utilize BYX Depth must be hosted within the Managed Non-Display Service Provider's space/cage; (ii) the subscriber's access to BYX Depth is fully managed and controlled by the Managed Non-Display Service Provider, and no further redistribution of the Exchange Data internally or externally is permitted; and (iii) the subscriber is supported solely by one Managed Non-Display Service Provider, is not hosted by multiple Managed Non-Display Service Providers, and does not have their own data center-hosted environment that also receives BYX Depth.

** Fee is charged per subscriber that uses the data within a Trading Platform. The fee represents the maximum charge per subscriber regardless of the number of Trading Platforms operated by the subscriber that receives the data for Non-Display Usage.

*** As an alternative to User fees, a recipient firm may purchase a monthly Enterprise license to receive the BYX Depth Feed from an External Distributor for distribution to an unlimited number of Professional and Non-Professional Users. A recipient firm must pay a separate Enterprise Fee for each Distributor that controls the display of the BYX Depth Feed if it wishes such User to be covered by the Enterprise Fee. The Enterprise Fee is in addition to the Distributor Fee.

BYX Summary Depth:

* New External Distributor Credit. New External Distributors of the BYX Summary Depth Feed will not be charged an External Distributor Fee for their first three (3) months in order to allow them to enlist new Users to receive the BYX Summary Depth Feed.

** Each External Distributor will be eligible to receive a credit against its monthly Distributor Fee for the BYX Summary Depth Feed equal to the amount of its monthly User Fees up to a maximum of the External Distributor Fee for the BYX Summary Depth Feed.

*** As an alternative to User fees, a recipient firm may purchase a monthly Enterprise license to receive the BYX Summary Depth Feed from an External Distributor for distribution to an unlimited number of Professional and Non-Professional Users. A recipient firm must pay a separate Enterprise Fee for each External Distributor that controls the display of the BYX Summary Depth Feed if it wishes such User to be covered by the Enterprise Fee. The Enterprise Fee is in addition to the Distributor Fee.

**** As an alternative to User fees, a recipient firm may purchase a monthly Digital Media Enterprise license to receive the BYX Summary Depth Feed from an External Distributor for distribution to an unlimited number of Users for viewing via television, websites, and mobile devices for informational and non-trading purposes only.

BYX Book Viewer:*

* Fees applicable for distribution other than viewing via this website.

** Each External Distributor will be eligible to receive a credit against its monthly Distributor Fee for BYX Book Viewer equal to the amount of its monthly User Fees up to a maximum of the Distributor Fee for BYX Book Viewer.

*** As an alternative to User fees, a recipient firm may purchase a monthly Enterprise license to receive BYX Book Viewer from an External Distributor for distribution to an unlimited number of Professional and Non-Professional Users. A recipient firm must pay a separate Enterprise Fee for each External Distributor that controls the display of BYX Book Viewer if it wishes such User to be covered by the Enterprise Fee.

**** As an alternative to User fees, a recipient firm may purchase a monthly Digital Media Enterprise license to receive BYX Book Viewer from an External Distributor for distribution to an unlimited number of Users for viewing via television, websites, and mobile devices for informational and non-trading purposes only.

BYX Top:

Subscribers to BYX Top may also receive, upon request and at no additional charge, access to the BYX Last Sale (as described in Rule 11.22(g)).

*New External Distributor Credit. New External Distributors of BYX Top will not be charged an External Distributor Fee for their first one (1) month.

** Each External Distributor will be eligible to receive a credit against its monthly Distributor Fee for BYX Top equal to the amount of its monthly User Fees up to a maximum of the Distributor Fee for BYX Top.

*** As an alternative to User fees, a recipient firm may purchase a monthly Enterprise license to receive BYX Top from an External Distributor for distribution to an unlimited number of Professional and Non-Professional Users. A recipient firm must pay a separate Enterprise Fee for each External Distributor that controls the display of BYX Top if it wishes such User to be covered by the Enterprise Fee.

**** As an alternative to User fees, a recipient firm may purchase a monthly Digital Media Enterprise license to receive BYX Top from an External Distributor for distribution to an unlimited number of Users for viewing via television, websites, and mobile devices for informational and non-trading purposes only.

***** Small Retail Broker Distribution Program. The Distribution Fee for BYX Top is $250/month for External Distributors that meet the following criteria:

• Distributor is a broker-dealer distributing BYX Top Data to Non-Professional Data Users with whom the broker-dealer has a brokerage relationship.
• At least 90% of the Distributor's total subscriber population must consist of Non-Professional subscribers, inclusive of any subscribers not receiving BYX Top Data.
• Distributor distributes BYX Top Data to no more than 5,000 Non-Professional Data Users.

BYX Last Sale:

Subscribers to BYX Last Sale may also receive, upon request and at no additional charge, access to the BYX Top (as described in Rule 11.22(d)).

* New External Distributor Credit. New External Distributors of BYX Last Sale will not be charged an External Distributor Fee for their first one (1) month.

** Each External Distributor will be eligible to receive a credit against its monthly Distributor Fee for BYX Last Sale equal to the amount of its monthly User Fees up to a maximum of the Distributor Fee for BYX Last Sale.

*** As an alternative to User fees, a recipient firm may purchase a monthly Enterprise license to receive BYX Last Sale from an External Distributor for distribution to an unlimited number of Professional and Non-Professional Users. A recipient firm must pay a separate Enterprise Fee for each External Distributor that controls the display of BYX Last Sale if it wishes such User to be covered by the Enterprise Fee.

**** As an alternative to User fees, a recipient firm may purchase a monthly Digital Media Enterprise license to receive BYX Last Sale from an External Distributor for distribution to an unlimited number of Users for viewing via television, websites, and mobile devices for informational and non-trading purposes only.

BYX Historical Top or Historical Last Sale Data:

Delivery (Internal Use Only)	Fee (per data product)
Per Month of Access Data	$500

BYX Historical Depth Data:

Delivery (Internal Use Only)	Fee
Per Month of Access Data	$1,000

From October 18, 2024 through December 31, 2024, any single purchase of historical data totaling $20,000 or more will receive a 20% discount. This discount cannot be combined with any other discount offered by the Exchange.

Cboe One Feed^SM:

Internal Distribution

	Cboe One Summary	Cboe One Premium
Distribution Fee	$1,500/month	$15,000/month
Professional User Fee	$10.00/month	$0/month
Non-Professional User Fee	$0.25/month	$0/month
Enterprise Fee***	$50,000/month	$100,000/month

External Distribution^****

	Cboe One Summary******	Cboe One Premium
Distribution Fee	$5,000/month*	$12,500/month*
Professional User Fee**	$10/month	$15/month
Non-Professional User Fee**	$0.25/month	$0.50/month
Enterprise Fee***	$50,000/month	$100,000/month
Digital Media Enterprise Fee*****	$15,000/month	$25,000/month

*New External Distributor Credit. New External Distributors of the Cboe One Summary Feed will not be charged an External Distributor Fee for their first one (1) month in order to allow them to enlist new Users to receive the Cboe One Summary Feed. New External Distributors of the Cboe One Premium Feed will not be charged an External Distributor Fee for their first three (3) months in order to allow them to enlist new Users to receive the Cboe One Premium Feed.

**Each External Distributor will be eligible to receive a credit against its monthly Distributor Fee for the Cboe One Feed equal to the amount of its monthly User Fees up to a maximum of the Distributor Fee for the Cboe One Feed.

***As an alternative to User fees, a recipient firm may purchase a monthly Enterprise license to receive the Cboe One Feed from a Distributor for distribution to an unlimited number of Professional and Non-Professional Users. A recipient firm must pay a separate Enterprise Fee for each Distributor that controls the display of the Cboe One Feed if it wishes such User to be covered by the Enterprise Fee.

****Data Consolidation Fee. $1,000/month

*****As an alternative to User fees, a recipient firm may purchase a monthly Digital Media Enterprise license to receive the Cboe One Feed from an External Distributor for distribution to an unlimited number of Users for viewing via television, websites, and mobile devices for informational and non-trading purposes only.

******Small Retail Broker Distribution Program. External Distributors of the Cboe One Summary Feed that meet the following criteria will be charged a Distribution Fee of $3,500/month and a Data Consolidation Fee of $350/month:

• Distributor is a broker-dealer distributing Cboe One Summary to Non-Professional Data Users with whom the broker-dealer has a brokerage relationship.
• At least 90% of the Distributor's total subscriber population must consist of Non-Professional subscribers, inclusive of any subscribers not receiving Cboe One Summary Data.
• Distributor distributes Cboe One Summary Data to no more than 5,000 Non-Professional Data Users.

US Equity Short Volume & Trades Report*

Delivery	Fee
Monthly Fee per Internal Distributor	$750
Monthly Fee per External Distributor	$1,250
Fee per Month of Historical Data**	$500

*The US Equity Short Volume & Trades Report is available for purchase on a monthly basis or on an annual basis. A User of the US Equity Short Volume & Trades Report will receive access to the end-of-day report beginning on the date of subscription and will receive the end-of-month report for the subscription month on the last business day of the month during which the User subscribed.

**The US Equity Short Volume & Trades Report provided on a historical basis is only for display use redistribution. Users who subscribe on an annual basis will receive 12 months of historical data included at no extra charge. Users who subscribe on a monthly basis would have the option of purchasing historical data on a per month basis. From October 10, 2024 through December 31, 2024, any single purchase of historical data totaling $20,000 or more will receive a 20% discount. This discount cannot be combined with any other discount offered by the Exchange.

Cboe Timestamping Service

Missed Liquidity Report*

Number of Order Entry Ports (FIX or BOE)	Fee
1- 10 Ports	$1,500/month
11-20 Ports	$2,000/month
≥ 21 Ports	$2,500/month

*Fee is not progressive (i.e., 20 ports selected will be charged a total of $2,000/month).

Cancels Report

Per Member

$1,000/month

Mid-Month Subscriptions. For the initial month of the Timestamping Service, the service(s) shall be prorated for the month based on the initial date of the subscription. For determining the appropriate tier for the Missed Liquidity Report, the subscriber shall be charged based on the maximum number of subscribing Ports for the Missed Liquidity Report at any time during the month – a change of tiers shall not be prorated.

Cboe Connect:

Market Data Connectivity*:

Data Feed	Fee Per Month
UQDF/UTDF/OMDF	$1,200
CQS/CTS	$1,400
OPRA	$4,500
Nasdaq Glimpse	$250
Nasdaq TotalView	$1,500
Nasdaq BX TotalView	$1,000
Nasdaq PSX TotalView	$750
NYSE OpenBook Ultra	$1,750
NYSE Integrated	$14,500
NYSE ArcaBook	$1,250
NYSE ArcaBook Refresh	$250
NYSE American OpenBook Ultra	$500
NYSE Alerts	$500
NYSE American Alerts	$500
NYSE Imbalances	$500
NYSE American Imbalances	$1,000
NYSE Trades	$500
NYSE Arca Trades	$500
NYSE American Trades	$1,000
BBDS/TDDS	$500
U.S. Equity Select + SIP Bundle (40% Discount)**	$5,910
OPRA + SIP Bundle (10% Discount)***	$6,390
BZX/BYX/EDGX/EDGA	FREE

* Fee covers both A and B feeds (over independent cross-connects) and is for connectivity only.

** U.S. Equity Select + SIP Bundle includes the following market data products: UQDF/UTDF/OMDF, CQS/CTS, Nasdaq TotalView, Nasdaq BX TotalView, Nasdaq PSX TotalView, NYSE OpenBook Ultra, NYSE ArcaBook, NYSE American OpenBook Ultra, and BBDS/TDDS.

*** OPRA + SIP Bundle includes the following market data products: OPRA, UQDF/UTDF/OMDF, and CQS/CTS.

Firms are required to pay any exchange related data fees directly to that exchange.

Unicast Access Order Entry:

Bandwidth	Fee Per Month
1Mb	$500
5Mb	$1,000
10Mb	$1,250
25Mb	$1,500
50Mb	$2,500
100Mb	$3,500

The Unicast Access Order Entry fee shall not be charged for bandwidth required to access BZX, BYX, EDGA, EDGX, BZX Options, and EDGX Options.

Membership Fees:

Description	Fee
Annual Membership	$2,500/year

Note: If a Member is pending a voluntary termination of rights as a Member pursuant to Rule 2.8 prior to the date any Annual Membership Fee for a given year will be assessed (i.e., January 1, 2015) and the Member does not utilize the facilities of the Exchange while such voluntary termination of rights is pending, then the Member will not be obligated to pay the Annual Membership Fee.