SECURITIES AND EXCHANGE COMMISSION

(Release No. 34-60651; File No. 10-194)

September 11, 2009

Form 1 Application and Exhibits (as modified by Amendment No. 1)

Form 1 Execution Page

Amendment No. 1 Execution Page

Exhibit Index^*

^* This exhibit index summarizes the exhibits required by the Form 1 Application for Registration as a National Securities Exchange.

Exhibit A

Exhibit Request:

A copy of the constitution, articles of incorporation or association with all subsequent amendments, and of existing by-laws or corresponding rules or instruments, whatever the name, of the applicant.

Response:

EDGA Exchange, Inc. ("EDGA Exchange" or the "Exchange") is applying to register as a national securities exchange pursuant to Section 6(a) of the Securities Exchange Act of 1934. The following materials are submitted in response to this Exhibit A:

1. Certificate of Incorporation of EDGA Exchange, Inc.

2. By-Laws of EDGA Exchange, Inc.

3. Proposed Amended and Restated By-Laws of EDGA Exchange, Inc.

Exhibit B

Exhibit Request:

A copy of all written rulings, settled practices having the effect of rules, and interpretations of the Governing Board or other committee of the applicant in respect of any provisions of the constitution, by-laws, rules, or trading practices of the applicant which are not included in Exhibit A.

Response:

1. Proposed Rules of EDGA Exchange, Inc.

2. Form of resolution of German parent corporation ( to be adopted by the Eurex Frankfurt AG Executive Board, Eurex Frankfurt AG Supervisory Board, Deutsche Börse AG Executive Board, and Deutsche Börse AG Supervisory Board prior to approval of this Application)

3. Form of resolution of Swiss parent corporation (to be adopted by the Eurex Zürich AG Executive Board, Eurex Zürich AG Board of Directors, SIX Group AG Board of Directors, SIX Group AG Executive Board, SIX Swiss Exchange AG Board of Directors, and SIX Swiss Exchange AG Executive Board prior to approval of this Application)

4. Proposed Amended and Restated Trust Agreement for International Securities Exchange Holdings, Inc. and U.S. Exchange Holdings, Inc. (to be executed prior approval of this Application)

Exhibit C

Exhibit Request:

For each subsidiary or affiliate of the applicant, and for any entity with whom the applicant has a contractual or other agreement relating to the operation of an electronic trading system to be used to effect transactions on the exchange ("System"), provide the following information:

1. Name and address of organization.

2. Form of organization (e.g., association, corporation, partnership, etc.).

3. Name of state and statute citation under which organized. Date of incorporation in present form.

4. Brief description of nature and extent of affiliation.

5. Brief description of business or functions. Description should include responsibilities with respect to operation of the System and/or execution, reporting, clearance, or settlement of transactions in connection with operation of the System.

6. A copy of the constitution.

7. A copy of the articles of incorporation or association including all amendments.

8. A copy of existing by-laws or corresponding rules or instruments.

9. The name and title of the present officers, governors, members of all standing committees or persons performing similar functions.

10. An indication of whether such business or organization ceased to be associated with the applicant during the previous year, and a brief statement of the reasons for termination of the association.

Response:

Please see below responses for the following entities:

A. Deutsche Börse AG

1. Name: Deutsche Börse AG
   Address: Neue Börsenstr. 1 60487 Frankfurt/Main Germany

2. Form of organization: German Stock Corporation

3. Name of state, statute under which organized and date of incorporation: Deutsche Börse AG is a German Stock Corporation duly incorporated and organized under the German Stock Corporation Act on July 6, 1990.

4. Brief description of nature and extent of affiliation: Deutsche Börse AG is a fifty percent (50%) shareholder of Eurex Zürich AG, which is the sole owner of Eurex Frankfurt AG. Eurex Frankfurt AG is the sole owner of U.S. Exchange Holdings, Inc., which is the sole owner of ISE Holdings. ISE Holdings is the owner of a 31.54% equity interest in Direct Edge Holdings LLC. The Exchange is wholly owned by Direct Edge Holdings LLC.

5. Brief description of business or functions: Deutsche Börse AG is the parent company of Deutsche Börse Group (DBG), which covers the entire securities process chain from trading over clearing all the way to settlement and custody. DBG is also a provider of IT solutions and an insourcing partner for the global securities industry as well as a leading provider of market data and analytics.

6. Copy of constitution: See attached Articles of Incorporation

7. Copy of articles of incorporation or association and amendments: See attached Articles of Incorporation

8. Copy of existing by-laws: See attached Articles of Incorporation

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Executive Committee

• Reto Francioni
• Frank Gerstenschläger
• Andreus Preuß
• Jeffrey Tessler
• Michael Kuhn

• Supervisory Board

• Dr. Manfred Gentz
• Gerhard Roggemann
• Herbert Bayer
• Udo Behrenwaldt
• Richard Berliand
• Birgit Bokel
• Hans-Peter Gabe
• Richard Hayden
• Craig Helmark
• Dr. Konrad Hummler
• David Krell
• Hermann-Josef Lamberti
• Friedrich Merz
• Friedrich von Metzler
• Thomas Neiße
• Roland Prantl
• Sadegh Rismanchi
• Gerhard Roggeman
• Dr. Erhard Schipporeit
• Dr. Herbert Walter
• Otto Wierczimok
• Johannes Witt

• Officers

• Reto Francioni (CEO)
• Frank Gerstenschläger
• Andreus Preuß
• Jeffrey Tessler
• Michael Kuhn

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

B. Direct Edge ECN LLC

1. Name: Direct Edge ECN LLC
   Address: 545 Washington Boulevard, Jersey City, NJ 07310

2. Form of organization: Limited Liability Company.

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under Section 201 of the Limited Liability Company Act of the State of Delaware on April 19, 2005.

4. Brief description of nature and extent of affiliation: Direct Edge ECN LLC is wholly-owned by Direct Edge Holdings LLC, which will also be the applicant's 100% owner.

5. Brief description of business or functions: Direct Edge ECN LLC will provide outbound routing of orders from the Exchange to other securities exchanges, facilities of securities exchanges, automated trading systems, electronic communication networks or other broker-dealers. See also proposed Exchange Rule 2.11 and 2.12 for details regarding Direct Edge ECN LLC.

6. Copy of constitution: Not applicable.

7. Copy of articles of incorporation or association and amendments: See attached Certificate of Formation for Direct Edge ECN LLC, filed April 19, 2005, Certificate of Amendment to the Certificate of Formation of Direct Edge ECN LLC, filed April 29, 2005, and Certificate of Amendment to the Certificate of Formation of Direct Edge ECN LLC, filed August 23, 2005.

8. Copy of existing by-laws: See attached Third Amended and Restated Limited Liability Company Operating Agreement of Direct Edge ECN LLC, dated July 21, 2008.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Directors

• Not applicable. Direct Edge ECN LLC is managed by its sole member, Direct Edge Holdings LLC.

• Officers

• William O'Brien (CEO)
• William Karsh (Chief Operating Officer)
• Steven Bonanno (Chief Technology Officer)
• Bryan Harkins (Head of Sales and Strategy)
• Glen Badach (Controller)
• Romeo Bermudez (Chief Compliance Officer)
• Eric Hess (General Counsel)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

C. Direct Edge Holdings LLC

1. Name: Direct Edge Holdings LLC
   Address: 545 Washington Boulevard, Jersey City, NJ 07310.

2. Form of organization: Limited Liability Company.

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under Section 201 of the Limited Liability Company Act of the State of Delaware on June 5, 2007.

4. Brief description of nature and extent of affiliation: Direct Edge Holdings LLC will be the applicant's 100% owner.

5. Brief description of business or functions: Direct Edge Holdings LLC will be the entity through which the ultimate owners of the applicant indirectly hold their ownership interest in the applicant and its affiliates.

6. Copy of constitution: Not applicable.

7. Copy of articles of incorporation or association and amendments: See attached Certificate of Formation for Direct Edge Holdings LLC, filed June 5, 2007.

8. Copy of existing by-laws: See attached current Fourth Amended and Restated Limited Liability Company Operating Agreement of Direct Edge Holdings LLC, dated April 13, 2009 which has been executed by all of the Members of Direct Edge Holdings LLC.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Directors

• William O'Brien
• Leonard J. Amoruso
• James P. Smyth
• Neil Fitzpatrick
• Matthew Andresen
• Greg A. Tusar
• John Willian
• Thomas Asher
• Gary Katz
• Michael Simon
• Joseph A. Baumer

• Officers

• William O'Brien (Chief Executive Officer)
• Glen Badach (Controller)
• Eric Hess (Secretary)
• Romeo Bermudez (Assistant Secretary)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

D. EDGX Exchange, Inc. ("EDGX")

1. Name: EDGX Exchange, Inc.
   Address: 545 Washington Boulevard, Jersey City, NJ 07310

2. Form of organization: Corporation

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under the General Corporation Law of the State of Delaware March 9, 2009

4. Brief description of nature and extent of affiliation: EDGX Exchange, Inc. is wholly-owned by Direct Edge Holdings LLC, the applicant's sole owner.

5. Brief description of business or functions: EDGX Exchange, Inc. has, simultaneously herewith, filed a Form I pursuant to Section 6 of the Exchange Act with the Commission for approval to operate a separate national securities exchange.

6. Copy of constitution: Not applicable

7. Copy of articles of incorporation or association and amendments: See attached

8. Copy of existing by-laws: See attached Bylaws and the proposed Amended and Restated By-Laws of EDGX Exchange, Inc.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Directors

• William O'Brien (pending full board designation)

• Officers

• William O'Brien (CEO)
• William Karsh (Chief Operating Officer)
• Steven Bonanno (Chief Technology Officer)
• Bryan Harkins (Head of Sales and Strategy)
• Glen Badach (Controller)
• Eric Hess (Chief Regulatory Officer and General Counsel)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable

E. ETC Acquisition Corp.

1. Name: ETC Acquisition Corp.
   Address: 60 Broad Street, New York, NY 10004

2. Form of Organization: Corporation

3. Name of state and statute citation under which organized: ETC Acquisition Corp. is a Delaware corporation duly organized on April 3, 2002.

4. Brief description of nature and extent of affiliation: ETC Acquisition Corp. is a wholly-owned subsidiary of International Securities Exchange Holdings, Inc.

5. Brief description of business or functions: ETC Acquisition Corp. facilitates the leasing of Competitive Market Maker (CMM) memberships on International Securities Exchange LLC's options exchange.

6. Copy of the constitution: Not applicable

7. Copy of the articles of incorporation or association and amendments: See attached certificate of incorporation

8. Copy of existing by-laws: See attached bylaws

9. Name and title of the present officers, governors, members of all standing committees or persons performing similar functions:

• Directors:

• Gary Katz
• Michael J. Simon

• Officers:

• Gary Katz (President)
• Michael J. Simon (Secretary)
• Bruce Cooperman (Treasurer)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

F. Eurex Frankfurt AG

1. Name: Eurex Frankfurt AG
   Address: Neue Börsenstraße. 1 60487 Frankfurt/Main Germany

2. Form of organization: German Stock Corporation.

3. Name of state, statute under which organized and date of incorporation: Eurex Frankfurt AG is a German Stock Corporation duly incorporated and organized under the German Stock Corporation Act on September 24, 1998.

4. Brief description of nature and extent of affiliation: Eurex Frankfurt AG is a wholly owned subsidiary of Eurex Zürich AG. Eurex Frankfurt AG is the sole owner of U.S. Exchange Holdings, Inc., which is the sole owner of ISE Holdings, Inc. ISE Holdings is the owner of a 31.54% equity interest in Direct Edge Holdings LLC. The Exchange is wholly owned by Direct Edge Holdings LLC.

5. Brief description of business or functions: Eurex Frankfurt AG is the operational body of the derivatives exchange (Eurex Deutschland), a marketplace for the trading and clearing of options and futures. Eurex Frankfurt AG operates Eurex Deutschland by providing financial and personnel resources and facilities.

6. Copy of constitution: See attached Articles of Association in German.

7. Copy of articles of incorporation or association and amendments: See attached Articles of Association in German.

8. Copy of existing by-laws: See attached Articles of Association in German.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Executive Board

• Andreas Preuß (CEO)
• Jürg Spillmann (Deputy CEO)
• Dr. Thomas Book
• Gary Katz
• Thomas Lenz
• Michael Peters
• Peter Reitz

• Supervisory Board

• Dr. Hugo Bänziger
• Walter Baumann
• Dr. Reto Francioni
• Prof. Dr. Peter Gomez
• Dr. Ing Michael Kuhn
• Dr. Roger Müller
• Dr. Martin Reck
• Dr. Urs Rüegsegger
• Jacques de Saussure
• Nicholas Teller

• Officers

• Andreas Preuß (CEO)
• Jürg Spillmann (Deputy CEO)
• Dr. Thomas Book
• Gary Katz
• Thomas Lenz
• Michael Peters
• Peter Reitz

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

G. Eurex Zürich AG

1. Name: Eurex Zürich AG
   Address: Selnaustrasse 30, 8001 Zürich Switzerland

2. Form of organization: Stock corporation.

3. Name of state, statute under which organized and date of incorporation: Organized under the laws of Switzerland on December 19, 1986.

4. Brief description of nature and extent of affiliation: Eurex Zürich is the sole owner of Eurex Frankfurt AG, which is the sole owner of U.S. Exchange Holdings, Inc. U.S. Exchange Holdings, Inc. is the sole owner of ISE Holdings, which is the owner of a 31.54% equity interest in Direct Edge Holdings LLC. The Exchange is wholly owned by Direct Edge Holdings LLC.

5. Brief description of business or functions: Operation of an electronic derivatives exchange (e.g. options and futures) for financial products.

6. Copy of constitution: See attached Articles of Association.

7. Copy of articles of incorporation or association and amendments: See attached Articles of Association.

8. Copy of existing by-laws: See attached Articles of Association.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Executive Board

• Andreas Preuß (CEO)
• Jürg Spillmann (Deputy CEO)
• Dr. Thomas Book
• Gary Katz
• Thomas Lenz
• Michael Peters
• Peter Reitz

• Board of Directors

• Prof. Dr. Peter Gomez, Chairman
• Dr. Reto Francioni, Vice Chairman
• Dr. Hugo Bänziger
• Walter J. Baumann
• Dr. Ing Michael Kuhn
• Dr. Roger Müller
• Dr. Martin Reck
• Jacques de Saussure
• Nicholas Teller
• Dr. Urs Rüegsegger

• Officers

• Andreas Preuß (CEO)
• Jürg Spillmann (Deputy CEO)
• Dr. Thomas Book
• Gary Katz
• Thomas Lenz
• Michael Peters
• Peter Reitz

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

H. International Securities Exchange Holdings, Inc. ("ISE Holdings")

1. Name: International Securities Holdings, Inc.
   Address: 60 Broad Street, New York, NY 10004

2. Form of organization: Corporation.

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under the General Corporation Law of the State of Delaware on November 16, 2004.

4. Brief description of nature and extent of affiliation: ISE Holdings is wholly owned by U.S. Exchange Holdings, Inc. ISE Holdings is the sole owner of International Securities Exchange LLC and the owner of a 31.54% equity interest in Direct Edge Holdings LLC. The Exchange is wholly owned by Direct Edge Holdings LLC.

5. Brief description of business or functions: The ISE Holdings is the holding company for International Securities Exchange LLC and holds an indirect interest in the Exchange. It does not operate a business.

6. Copy of constitution: Not applicable

7. Copy of articles of incorporation or association and amendments: See attached Amended and Restated Certificate of Incorporation originally filed on November 16, 2004.

8. Copy of existing by-laws: See attached Amended and Restated Bylaws of International Securities Exchange Holdings, Inc., as amended on December 23, 2008.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Directors

• Gary Katz
• Andreas Preuß
• Jürg Spillman

• Officers

• Gary Katz-President and Chief Executive Officer
• Bruce Cooperman-Treasurer and Chief Financial Officer
• Michael Simon-Secretary

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

I. International Securities Exchange, LLC ("ISE LLC")

1. Name: International Securities Exchange, LLC
   Address: 60 Broad Street, New York, NY 10004

2. Form of organization: Limited Liability Company.

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under Section 201 of the Limited Liability Company Act of the State of Delaware on November 16, 2004.

4. Brief description of nature and extent of affiliation: On December 23, 2008, Direct Edge Holdings, LLC and International Securities Exchange Holdings, Inc. completed a transaction whereby Direct Edge Holdings, LLC owns and operates ISE Stock Exchange, a fully electronic equities marketplace, and ISE LLC retains legal and regulatory responsibility for ISE Stock Exchange. To facilitate this relationship, Direct Edge Holdings, LLC and ISE, LLC entered into a Facilities Management Agreement on August 21, 2008 whereby the ISE LLC manages certain infrastructure of the Exchange.¹

5. Brief description of business or functions: ISE LLC operates a registered national securities exchange. It currently offers options trading on underlying equity, ETF, index, and foreign currency options products. In addition, ISE LLC retains legal and regulatory responsibility for the ISE Stock Exchange facility as such term is defined in Section 3(a)(2) of the Exchange Act (the "Facility"), operated by Maple Merger Sub. The Facility will cease to operate upon the commencement of operations of EDGA Exchange, Inc. and EDGX Exchange, Inc. as registered exchanges.

6. Copy of constitution: See attached Amended and Restated Constitution of International Securities Exchange, LLC last amended December 28, 2007.

7. Copy of articles of incorporation or association and amendments: See attached Certificate of Formation for International Securities Exchange, LLC dated November 16, 2004.

8. Copy of existing by-laws: See attached Second Amended and Restated Limited Liability Company Agreement of International Securities Exchange, LLC, dated September 1, 2006.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

   • Directors

     The ISE, LLC Board of Directors has 16 members, eight of whom are non-industry public directors. The Chief Executive Officer of the ISE, LLC exchange is also on the board. There is also one former employee director on the board.

     • Matthew Andresen
     • Peter Bottini
     • Timothy Brennan
     • Mark Dehnert
     • Sean Flynn
     • Frank J. Jones, Ph.D.
     • Michael Juneman
     • Barbara Diamond
     • Sarah A. Miller
     • Andreas Preuß
     • Richard Schmalensee, Ph.D.
     • Joseph Stefanelli
     • Kenneth Vecchione
     • Gary Katz
     • David Krell

   • Officers

     • Gary Katz (President and Chief Executive Officer)
     • Thomas Ascher (Chief Strategy Officer)
     • Bruce Cooperman (Treasurer and Chief Financial Officer)
     • Daniel Friel (Chief Information Officer)
     • Michael Simon (General Counsel, Secretary and Chief Regulatory Officer)
     • Bruce Goldberg (Chief Marketing Officer)

   • Standing Committees

     Compensation Committee

     • Barbara Diamond
     • Sarah A. Miller
     • Richard Schmalensee, Ph.D.
     • Joseph Stefanelli
     • Kenneth Vecchione

     Corporate Governance Committee

     • Frank J. Jones
     • Barbara Diamond
     • Sarah Miller
     • Andreas Preuß
     • Richard Schmalensee, Ph.D.
     • Joseph Stefanelli
     • Kenneth Vecchione

     Finance and Audit Committee

     • Frank J. Jones
     • Barbara Diamond
     • Andreas Preuß
     • Kenneth Vecchione

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

J. ISE Ventures, LLC

1. Name: ISE Ventures, LLC
   Address: 60 Broad Street, New York, NY 10004

2. Form of Organization: Limited Liability Company

3. Name of state and statute citation under which organized: ISE Ventures, LLC is a Delaware limited liability company duly organized on July 6, 2007.

4. Brief description of nature and extent of affiliation: ISE Ventures, LLC is a wholly-owned subsidiary of International Securities Exchange Holdings, Inc

5. Brief description of business or functions: ISE Ventures, LLC is the holding company for the non-U.S. business ventures of International Securities Exchange Holdings, Inc. ISE Ventures, LLC is currently dormant.

6. Copy of the constitution: Not applicable

7. Copy of the articles of incorporation or association and amendments: See attached documents

8. Copy of existing by-laws: See attached documents

9. Name and title of the present officers, governors, members of all standing committees or persons performing similar functions:

• Officers:

• Gary Katz (President)
• Michael J. Simon (Secretary)
• Bruce Cooperman (Treasurer)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

K. Longitude LLC

1. Name: Longitude LLC
   Address: 60 Broad Street, New York, NY 10004

2. Form of Organization: Limited Liability Company

3. Name of state and statute citation under which organized: Longitude LLC is a Delaware limited liability company duly organized on January 24, 2006.

4. Brief description of nature and extent of affiliation:. Longitude LLC is a wholly-owned subsidiary of International Securities Exchange Holdings, Inc.

5. Brief description of business or functions: Longitude LLC is an alternative trading platform. Longitude LLC is currently dormant.

6. Copy of the constitution: Not applicable

7. Copy of the articles of incorporation or association and amendments: See attached certificate of incorporation

8. Copy of existing by-laws: See attached bylaws

9. Name and title of the present officers, governors, members of all standing committees or persons performing similar functions:

• Board of Managers:

• Gary Katz
• Bruce Cooperman
• Thomas A. Ascher

• Officers:

• Gary Katz (President)
• Michael J. Simon (Secretary)
• Bruce Cooperman (Treasurer)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

L. Maple Merger Sub, LLC

1. Name: Maple Merger Sub, LLC
   Address: 545 Washington Boulevard, Jersey City, NJ 07310

2. Form of organization: Limited Liability Company.

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under Section 201 of the Limited Liability Company Act of the State of Delaware on August 21, 2008.

4. Brief description of nature and extent of affiliation: Maple Merger Sub, LLC is wholly-owned by Direct Edge Holdings LLC, the applicant's sole owner.

5. Brief description of business or functions: Maple Merger Sub, LLC operates a Facility, as such term is defined in Section 3(a)(2) of the Exchange Act, of ISE LLC. . The Facility will cease to operate upon the commencement of operations of EDGA Exchange, Inc. and EDGX Exchange, Inc. as registered exchanges.

6. Copy of constitution: Not applicable.

7. Copy of articles of incorporation or association and amendments: See attached Certificate of Formation for Maple Merger Sub, LLC filed August 21, 2008.

8. Copy of existing by-laws: See attached Limited Liability Company Operating Agreement of Maple Merger Sub, LLC, dated August 22, 2008.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

   • Directors

     Not applicable. Maple Merger Sub, LLC is managed by its sole member, Direct Edge Holdings LLC.

   • Officers

     • William O'Brien (Chief Executive Officer and President)
     • Eric Hess (Vice President and Secretary)
     • Glen Badach (Treasurer)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

M. SIX Group AG

1. Name: SIX Group AG
   Address: Selnaustrasse 30, 8001 Zürich Switzerland

2. Form of Organization: Stock corporation

3. Name of state and statute citation under which organized: Organized under the laws of Switzerland on December 19, 2002

4. Brief description of nature and extent of affiliation: SIX Group is a 100% shareholder of SIX Swiss Exchange AG.

5. Brief description of business or functions: Holding and managing participations in companies in the stock market, banking, financial infrastructure and financial services sectors as a joint undertaking of Swiss financial institutions.

6. Copy of the constitution: See attached articles of association

7. Copy of the articles of incorporation or association and amendments: See attached articles of association

8. Copy of existing by-laws: See attached articles of association

9. Name and title of the present officers, governors, members of all standing committees or persons performing similar functions:

• Executive Board:

• Dr. Urs Rüegsegger
• Christian Katz (as from 11 May 2009)
• Thomas Zeeb
• Jörg Buser
• Hans-Martin Moser
• Felix Aeschlimann
• Robert Bornträger
• Ursula C. La Roche-Ender

• Board of Directors:

• Prof. Dr. Peter Gomez, Chairman
• Dr. Romeo Lacher, Vice Chairman
• Stephan Zimmermann, Vice Chairman
• Reto Himmel
• Eduardo Leemann
• Ruth Metzler-Arnold
• Jacques de Saussure
• Herbert J. Scheidt
• Dr. Philipp Halbherr
• Dr. Pierin Vincenz

• Officers:

• Dr. Urs Rüegsegger
• Christian Katz (as from 11 May 2009)
• Thomas Zeeb
• Jörg Buser
• Hans-Martin Moser
• Felix Aeschlimann
• Robert Bornträger
• Ursula C. La Roche-Ender

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

N. SIX Swiss Exchange AG

1. Name: Swiss Exchange AG
   Address: Selnaustrasse 30, 8001 Zürich Switzerland

2. Form of organization: Stock corporation

3. Name of state, statute under which organized and date of incorporation: Organized under the laws of Switzerland on May 17, 1995.

4. Brief description of nature and extent of affiliation: SIX Swiss Exchange AG is a fifty percent (50%) shareholder of Eurex Zürich AG, which is the sole owner of Eurex Frankfurt AG. Eurex Frankfurt AG is the sole owner of U.S. Exchange Holdings, Inc., which is the sole owner of ISE Holdings. ISE Holdings is the owner of a 31.54% equity interest in Direct Edge Holdings LLC. The Exchange is wholly owned by Direct Edge Holdings LLC.

5. Brief description of business or functions: Operation of electronic securities exchanges and exchange related operations.

6. Copy of constitution: See attached unofficial translation of articles of association

7. Copy of articles of incorporation or association and amendments: See attached unofficial translation of articles of association

8. Copy of existing by-laws: See attached unofficial translation of articles of association

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Executive Board

• Christian Katz (CEO, as from 11 May 2009)
• Werner Bürki
• Chris Landis

• Board of Directors

• Dr. Peter Gomez
• Dr. Urs Rüegsegger
• Christoph Bigger (until May 31 2009)
• Ursula C. La Roche-Ender (as from 1 June 2009)

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

O. U.S. Exchange Holdings, Inc.

1. Name: U.S. Exchange Holdings, Inc.
   Address: 233 South Wacker Drive, Suite 2450
   Chicago, IL 60606

2. Form of organization: Corporation.

3. Name of state, statute under which organized and date of incorporation: Formed in Delaware under the General Corporation Law of the State of Delaware on April 24, 2003.

4. Brief description of nature and extent of affiliation: U.S. Exchange Holdings, Inc. is 100% owned by Eurex Frankfurt AG. U.S. Exchange Holdings, Inc. is the sole owner of ISE Holdings. ISE Holdings is the owner of a 31.54% equity interest in Direct Edge Holdings LLC. The Exchange is wholly owned by Direct Edge Holdings LLC.

5. Brief description of business or functions: U.S. Exchange Holdings, Inc. provides marketing and sales services for Eurex Frankfurt AG.

6. Copy of constitution: Not applicable

7. Copy of articles of incorporation or association and amendments: See attached Certificate of Incorporation dated April 24, 2003 and proposed Second Amended and Restated Certificate of Incorporation, the filing of which is pending SEC approval.

8. Copy of existing by-laws: See attached Amended and Restated Bylaws and proposed Second Amended and Restated Bylaws which are pending SEC approval.

9. Name and title of present officers, governors, members of standing committees and persons performing similar functions:

• Directors

• Peter Reitz
• Heike Eckert
• Michael Peters

• Officers

• Peter Reitz - President
• Heike Eckert - Executive Vice President & Secretary
• Michael Peters - Vice President
• Mathias Michel - Treasurer

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

P. U.S. Exchange LLC

1. Name: U.S. Exchange LLC
   Address: 233 South Wacker Drive Ste 2450 Chicago Il 60606

2. Form of Organization: Limited Liability Company, 100% subsidiary of U.S. Exchange Holdings, Inc.

3. Name of state and statute citation under which organized: Formed in Delaware under Section 201 of the Limited Liability Company Act of the State of Delaware on April 24, 2003

4. Brief description of nature and extent of affiliation: 100% subsidiary of U.S. Exchange Holdings, Inc.

5. Brief description of business or functions: Holding company

6. Copy of the constitution: None available - this entity is dormant

7. Copy of the articles of incorporation or association and amendments: See attached Certificate of Formation for U.S. Exchange LLC dated April 24, 2003.

8. Copy of existing by-laws: None available.

9. Name and title of the present officers, governors, members of all standing committees or persons performing similar functions: None available - this entity is dormant

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

Q. U.S. Futures Exchange, L.L.C.

1. Name: U.S. Futures Exchange LLC
   Address: 141 West Jackson Boulevard, Suite 1460, Chicago, IL 60606

2. Form of Organization: Limited Liability Company

3. Name of state and statute citation under which organized: Formed in Delaware under Section 201 of the Limited Liability Company Act of the State of Delaware on July 7, 2003.

4. Brief description of nature and extent of affiliation: U.S. Exchange Holdings Inc. is a 27.71% owner of U.S. Futures Exchange, LLC

5. Brief description of business or functions: None…all exchange operations terminated as of December 31, 2008.

6. Copy of the constitution: Not available…entity is dormant and is being dissolved

7. Copy of the articles of incorporation or association and amendments: See attached Certificate of Incorporation dated July 7, 2003.

8. Copy of existing by-laws: See attached Fourth Amended and Restated Bylaws.

9. Name and title of the present officers, governors, members of all standing committees or persons performing similar functions: None..entity is dormant and is being dissolved.

10. Indication of whether such business or organization ceased to be associated with the applicant during previous year: Not applicable.

R. Other Indirect Foreign Affiliates

As noted above, the parent ownership structure of U.S. Exchange Holdings, Inc. is comprised entirely of foreign entities (the "Foreign Direct Affiliates"), which in turn own interests, either directly or indirectly, in excess of 2S percent in a large number of other foreign entities (such Foreign Direct Affiliate owned entities, collectively the "Foreign Indirect Affiliates").

An organizational chart of Affiliates owned by Deutsche Börse AG is attached.

The below entities are owned, directly or indirectly, by SIX Group AG. Except for the entities referenced above, none of the entities are in the direct chain of ownership extending down to the Applicant. The list below has been amended to identify Indirect Foreign Affiliates by an asterisk.

The above is summarized in an abbreviated organizational chart of Affiliates owned by SIX Group AG as attached. The amended abbreviated organizational chart identifies Foreign Indirect Affiliates.

Exhibit D

Exhibit Request:

For each subsidiary or affiliate of the exchange, provide unconsolidated financial statements for the latest fiscal year. Such financial statements shall consist, at a minimum, of a balance sheet and an income statement with such footnotes and other disclosures as are necessary to avoid rendering the financial statements misleading. If any affiliate or subsidiary is required by another Commission rule to submit annual financial statements, a statement to that effect with a citation to the other Commission rule, may be provided in lieu of the financial statements required here.

Response:

1. The financials of Deutsche Börse AG are submitted in response to this Exhibit D,

2. Direct Edge ECN LLC, an affiliate of the applicant, filed financial statements for the year ended December 31, 2008 with the Commission pursuant to Rule 17a-5 under the Securities Exchange Act of 1934.

3. The financials of Direct Edge Holdings LLC are submitted in response to Exhibit D.

4. EDGX Exchange, Inc. was recently formed and thus, does not yet have financial statements for the latest fiscal year.

5. The financials of ETC Acquisition Corp. are submitted in response to Exhibit D.

6. The financials of Eurex Frankfurt, AG are submitted in response to Exhibit D.

7. The financials of Eurex Zürich AG are submitted in response to Exhibit D.

8. The financials of International Securities Exchange Holdings, Inc. are submitted in response to Exhibit D.

9. The financials of International Securities Exchange, LLC are submitted in response to Exhibit D.

10. The financials of ISE Ventures LLC are submitted in response to Exhibit D.

11. The financials of Longitude LLC are submitted in response to Exhibit D.

12. Maple Merger Sub, LLC was recently formed and thus, does not yet have financial statements for the latest fiscal year.

13. The financials of SIX Group AG are submitted in response to Exhibit D.

14. The financials of SIX Swiss Exchange AG are submitted in response to Exhibit D.

15. The financials of U.S. Exchange Holdings, Inc. are submitted in response to Exhibit D.

16. The financials for U.S. Exchange LLC are not available as the U.S. Exchange LLC is inactive and no part of the capital has been paid.

17. The financials for U.S. Futures Exchange LLC are submitted in response to this Exhibit D.

Exhibit E: Proposed Operation of EDGA Exchange

Exhibit Request:

Describe the manner of operation of the System. This description should include the following:

1. The means of access to the System.

2. Procedures governing entry and display of quotations and orders in the System.

3. Procedures governing the execution, reporting, clearance and settlement of transactions in connection with the System.

4. Proposed fees.

5. Procedures for ensuring compliance with System usage guidelines.

6. The hours of operation of the System, and the date on which applicant intends to commence operation of the System.

7. Attach a copy of the users' manual.

8. If applicant proposes to hold funds or securities on a regular basis, describe the controls that will be implemented to ensure safety of those funds or securities.

Response:

A. Introduction

EDGA Exchange, Inc. ("Exchange") proposes to register as a national securities exchange under Section 6 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). The Exchange will be wholly owned by its parent company, Direct Edge Holdings LLC, which will elect all directors of the Board of Directors of the Exchange, including those directors nominated by members of the Exchange and those directors nominated by members of Direct Edge Holdings LLC holding at least fifteen percent (15%) of the membership interests of Direct Edge Holdings LLC, in each case pursuant to Article III, Section 4 of the By-Laws of the Exchange. The members of the Exchange ("Members") will consist of those broker-dealers admitted to membership and entitled to enter orders in, and receive executions through, the Exchange's order book (as defined below) or otherwise. Members will be subject to the rules of the Exchange, and will have representation on the Exchange's Board of Directors and certain committees. Once registered, the Exchange will operate a fully automated electronic book ("order book") for orders to buy or sell securities ("orders") with a continuous, automated matching function. Liquidity will be derived from orders to buy and orders to sell submitted to the Exchange electronically by its Members from remote locations. There will be no Exchange trading floor, nor will there be Exchange specialists or market makers with affirmative and negative market making obligations.

Membership in the Exchange will be open to any broker-dealer registered under Section 15(b) of the Exchange Act that meets the standards for membership set forth in proposed Exchange Rules 2.3 through 2.5. There will only be one class of membership, with all Members enjoying the same rights and privileges on the Exchange. Members will be subject to fees for orders executed on the Exchange as set forth in the Rules of the Exchange or as may otherwise be determined by the Board of Directors of the Exchange from time-to-time. Exchange memberships will not be transferable except in the event of a change in control of a Member, and such transfer will be subject to the written consent of the Exchange, and to any conditions to such transfers imposed by the Exchange. The Exchange currently does not contemplate charging a fee for membership in the Exchange. A more detailed description of the membership criteria is set forth in Chapter II of the Exchange's proposed rules. See Exhibit B, supra.

This exhibit describes, in summary form, the proposed operation of the Exchange. A more detailed description of the proposed Exchange is set forth in the proposed By-Laws and Rules of the Exchange. See Exhibits A and B to this Application.

B. Access to the Exchange (#1)

Member Access. Members of the Exchange and/or Service Bureaus on behalf of a Member (collectively referred to as "Access Participants" for purposes of this paragraph B) will be permitted to send orders to buy and sell securities listed or traded on the Exchange to the Exchange electronically through the use of a variety of systems. The Exchange will not accept telephone orders.

The Exchange has designed its systems to allow its Members to individually determine the best method for accessing the Exchange. Thus, Members may develop their own customized front-end software using protocols determined by the Exchange, or may use third-party vendors to route orders to the Exchange via a front end or service bureau configuration. Access Participants will be able to access the Exchange remotely through a variety of methods and connections that support a minimum data exchange rate, as may be determined by the Exchange from time-to-time.

Direct access to the Exchange is available to Access Participants at an Internet Protocol ("IP") address by one or more of the following methods: (i) electronic access at the Exchange's IP network address by the Access Participant's own software, via communications that are compliant with the Financial Information Exchange ("FIX") protocol application programmer interface ("API") provided by the Exchange; (ii) electronic access at the IP network address maintained by the Exchange by the Access Participant's own software that is compliant with the API provided by the Exchange; or (iii) other means of access provided from time to time by the Exchange.

Access Participants provide a unique IP address the Exchange for each requested connection, and the Exchange then configures its routers to only allow access from the Access Participant's IP address to a dedicated IP address on the Exchange's order handling network. In this way, only authorized Access Participants can gain access to EDGA via registered physical IP addresses.

Access Participants will be responsible for having procedures reasonably designed for safeguarding access to the Exchange and for notifying the Exchange upon learning that such safeguards have been compromised. Connectivity to the Exchange will occur through secure telecommunications "ports" or points of entry. Specifically, each Access Participant will be assigned a specific port, or multiple ports, each of which has a unique session identification code provided only to such Access Participant.

Non-Member Access. As necessary, the Exchange will have and maintain connectivity to the other national securities exchanges and Market Centers (such term is defined in Rule 600(b)(35) of Regulation NMS) for the purposes of receiving inbound orders. The Exchange plans to become a participant in the NASDAQ/National Market System/Unlisted Trading Privileges Plan ("Nasdaq-UTP Plan"). The Exchange proposes to discuss with the Nasdaq-UTP Plan operating committee, how the Exchange might best participate in such Plans. If admitted as a participant in the Nasdaq-UTP Plan, other plan participants would be able to send orders to the Exchange in accordance with the terms of the applicable plan as they ultimately would be applied to the Exchange.

Non-members also may access the Exchange pursuant to Exchange rules governing "sponsored access" to the Exchange, as described below.

Sponsored Participant Access to the Exchange. The Exchange plans to permit access to the Exchange to entities ("Sponsored Participants") whose access is authorized in advance by one or more members ("Sponsoring Member") in accordance with Exchange Rules. The Sponsoring Member must agree to be responsible for all orders entered into on the Exchange by the Sponsored Participant. In addition, Sponsored Participants must agree to comply with all applicable Rules of the Exchange governing the entry, execution, reporting, clearing and settling of orders in securities eligible for trading on the Exchange.

C. Entry and Display of Quotations and Orders in the System (#2)

Entry of Orders on the Exchange. The Exchange will accept the submission of orders by Exchange Members in securities admitted to unlisted trading privileges ("UTP") on the Exchange. The Exchange will not list securities initially, though it may do so in the future. Accordingly, while this Application, including certain rules included in Exhibit B, contains references to securities listed or trading pursuant to UTP, the reference to securities listed on the Exchange is intended to be read prospectively.

Orders entered into EDGA Exchange must be priced and must have a designated size ("limit orders") or must be orders to buy or sell a stated amount of a security at the national best bid or offer when the order reaches the Exchange ("market orders"). Limit orders and market orders, as defined above, are hereinafter collectively referred to as "orders".

Orders will be accepted for any such security, whether submitted by a Member on a proprietary or agency basis, in any size up to 999,999 shares. Orders may be submitted in round lots or odd lots. To reduce the possibility of the entry of erroneously large orders, the Exchange will provide Members with the ability to establish parameters as to the maximum number of shares that can be entered on their behalf or on behalf of their clients in any given order.

Members may submit the following orders to the Exchange: IOC; Day; Good 'til Cancel; Good 'til Day; Reserve; Odd Lot; Mixed Lot; EDGA Only; EDGA Post Only; Pegged; Mid-Point Peg; Non-Displayed; Destination Specific; Destination-on-Open Step Up Order and Intermarket Sweep. Each of these types of orders is described in detail in proposed Exchange Rule 11.5. Members will also be permitted to enter short sales, in accordance with the provisions of Regulation SHO of the Exchange Act. The Exchange will maintain a full audit trail of every order submitted to the Exchange's System. Members may receive status reports regarding orders submitted to the Exchange or change or cancel an order at any time before that order is executed on the Exchange. Based on Exchange system functionality, a locked or crossed market will not be displayed by the Exchange with respect to orders to buy and orders to sell submitted to the Exchange.

All securities will be traded in decimals on the Exchange. Bids, offers, orders or indications of interests in securities traded on the Exchange will not be made in an increment smaller than: (1) $0.01 if those bids, offers or indications of interests are priced equal to or greater than $1.00 per share; or (2) $0.0001 if those bids, offers or indications of interests are priced less than $1.00 per share and the security is an NMS stock pursuant to Commission Rule 600(b)(46) and is trading on the Exchange; or (3) any other increment established by the Commission for any security which has been granted an exemption from the minimum price increment requirements of Commission Rule 612(a) or 612(b).

Display of Orders. All orders submitted to the Exchange will be displayed unless designated otherwise by the Member submitting the order ("non-displayed orders"). Orders submitted to the Exchange for display shall be displayed on an anonymous basis at the price specified by the Member submitting the order. Non-displayed orders will not be displayed to any Member of the Exchange and will not have time priority over displayed orders. In addition, the Exchange intends to become a participant in the Consolidated Quotation Plan ("CQ Plan") and Nasdaq-UTP Plan and will collect and submit to the relevant plan processor the best buy order and the best sell order displayed on the Exchange in Eligible Securities, as defined in these Plans, in accordance with the terms of the Plans.

Finally, to enhance transparency throughout the market, the Exchange intends to make its order book for any security traded on the Exchange available for viewing by any member of the public through the Exchange's web site.

D. Order Routing to other Market Centers

Members may enter into agreements to use the routing services of an affiliated broker-dealer of the Exchange, which will enable Members to route to other market centers the unexecuted portions of designated Routable Orders entered on the Exchange. In this capacity, the affiliated broker-dealer will act as an agent of the Member. See Exhibit C and proposed Exchange Rule 2.11 and Rule 2.12 for further details regarding the affiliated router. Members will have no obligation, however, to utilize the order routing functionality provided by the Exchange's broker-dealer affiliate. Accordingly, Members can select other broker-dealers to provide order-routing functions or use their own internal order-routing systems.

E. Execution, Reporting, Clearance and Settlement Procedures (#3)

Execution of Orders Submitted to Exchange's order book. Trades will occur when an order to buy and an order to sell match on the Exchange's order book. An order to buy submitted to the Exchange's order book will be automatically executed by the Exchange's order book to the extent that it is priced at an amount that equals or exceeds any order to sell for the same security submitted to the Exchange's order book. Such order to buy shall be executed at the price of the lowest-priced order to sell having precedence on the Exchange's order book, except where such sell order(s) are non-displayed and/or odd-lot orders not currently being displayed by the System, and such sell orders are priced below the National Best Offer ("NBO"). In such circumstances, such order to buy shall be executed at the price(s) equal to the greater of: (a) the mid-point between the price of the order to buy and the price(s) of the best-priced order(s) to sell having priority in the EDGA Book; and (b) the National Best Bid ("NBB"). Where such buy order is priced above the then-current NBO, it shall be ex

ecuted at the price(s) equal to the greater of: (a) the mid-point between the price of the then-current NBO and the price(s) of the best-priced order(s) to sell having priority in the EDGA Book; and (b) the NBB.

An order to sell submitted to the Exchange's order book will be automatically executed by the Exchange's order book to the extent that it is priced at an amount that equals or is less than any order to buy for the same security submitted to the Exchange's order book. Such order to sell shall be executed at the price of the highest-priced order to buy having precedence on the Exchange's order book, except where such buy order(s) are non-displayed and/or odd-lot orders not currently being displayed by the System, and such buy orders are priced above the National Best Bid. In such circumstances, such order to sell shall be executed at the price(s) equal to the lesser of: (a) the mid-point between the price of the order to sell and the price(s) of the best-priced order(s) to buy having priority in the EDGA Book; and (b) the NBO. Where such sell order is priced below the then-current NBB, it shall be executed at the price(s) equal to the lesser of: (a) the mid-point between the price of the then-current NBB and the price(s) of the best-priced order(s) to buy having priority in the EDGA Book; and (b) the NBO.

All orders are matched according to price-display-time priority. Proposed Rule 11.8 describes the priority given to orders at the same price. Non-displayed orders will have priority over orders at inferior prices, whether displayed or non-displayed, but will not have priority or time precedence over orders displayed at equal or superior prices. In the event that less than the full size of an order is executed, whether displayed or non-displayed, the unexecuted size of the order will continue to reside on the Exchange's order book, and if displayed, will be redisplayed at such price.

In executing orders submitted to the Exchange's order book, the Exchange will not distinguish between orders submitted by Members for their own accounts and orders submitted by Members for their customers. Unlike exchanges that conduct trading via a physical trading floor, all Exchange Members will submit orders to the Exchange from remote locations and have equal access to orders residing on the Exchange. Similarly, because orders on the Exchange will be executed automatically, no Member of the Exchange will have the ability to control the timing of execution (other than to change or cancel an order prior to execution) or otherwise enjoy the type of special order handling advantages that may be available on the physical floor of an exchange. Moreover, as noted above, non-Members will have access to the display of orders on the Exchange's order book through the Exchange's web site.

Exchange Rule 11.13 will permit the Exchange to address those instances in which transactions occurring on the Exchange involve obvious errors ("Clearly Erroneous Policy"). Under the Clearly Erroneous Policy, Members receiving an execution based on the entry of a buy or sell order that clearly was in error - in terms of price, quantity, or identification of the proper symbol for a security - will be permitted to request that the Exchange void or modify the transaction. Designated Exchange officials will review the transaction to determine whether, in fact, the transaction was clearly erroneous. If such officials determine that a trade is clearly erroneous, they shall void or modify the terms of the trade to achieve an equitable rectification of the error. A Member may appeal the initial decision by Exchange officials to the Clearly Erroneous Execution Panel, which will be comprised of the CRO, or a designee of the CRO, and representatives from two (2) Members. An officer of the Exchange also will have the authority, on his or her own motion, to review and declare null and void, or otherwise modify the terms of, transactions arising out of the use of the Exchange's order book during a period of disruption or malfunction, or in the event of extraordinary market conditions or other circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of investors and the public interest.

Trade Reporting. The Exchange intends to become a participant in the Consolidated Tape Association Plan ("CTA Plan") and will report trades in Eligible Securities (as defined in the CTA Plan) pursuant to the terms of the plan. Similarly, the Exchange expects to join the Nasdaq-UTP Plan and will report trades in Nasdaq securities traded on the Exchange that have been admitted to unlisted traded privileges pursuant to the provisions of that plan.

Clearance and Settlement of Exchange Trades. The Exchange will require each Member to be a member of a registered clearing agency or clear its transactions through a Member that is a member of a registered clearing agency.

F. Exchange Fees (#4)

Fees Generally. The Exchange currently does not propose to charge a fee for Exchange membership. The Exchange may, in the future, however, prescribe such reasonable dues, fees, and assessments or other charges as it may deem appropriate. Similarly, where there is no existing, matching, contra-side buy or sell order residing on the Exchange, Members entering orders on the Exchange's order book will not be assessed a fee. Instead, Members entering orders under such circumstances will receive a credit from the Exchange for orders entered and later executed on the Exchange. There will not be a fee charged for changing or canceling an order prior to execution of such order. Exchange Members submitting buy or sell orders that execute against existing, matching, contra-side orders already residing on the Exchange will be charged a per share fee, payable to the Exchange on a monthly basis. The Exchange may also charge a connectivity fee based on the number of ports utilized by the Member. Exchange Members will be solely responsible for all telecommunications costs and all other expenses incurred in linking to, and maintaining links to, the Exchange. The Exchange may determine to revise or impose different fees upon its Members from time-to-time.

G. Procedures for Ensuring Compliance with Exchange Usage Guidelines (#5)

The Exchange System contains embedded Member order entry and trade guidelines. All data representing a Member's order must comply with these guidelines. Members cannot override these embedded guidelines. With respect to technical standards, prior to allowing a new Member to begin trading, the Exchange and the Member will thoroughly test the Member's connectivity. In addition, the Member may enter orders in test securities to ensure compatibility with the Exchange's system protocol. A Member may begin trading only after the Exchange is satisfied that both the Member's hardware and software meet the Exchange's standards.

Members also must agree to maintain an adequate connection to the Exchange as defined from time-to-time by the Exchange that includes a connection of sufficient speed and equipment of minimum quality.

H. Hours of Operation and Proposed Commencement of the Exchange (#6)

The Exchange proposes to operate Monday to Friday from 8:00 a.m. Eastern Time to 8:00 p.m. Eastern Time, or during any other day or time approved by the Board of Directors of the Exchange.

The Exchange proposes to commence operations upon the Commission's approval of its Form 1 Application for Registration as a National Securities Exchange.

I. Exchange Users Manual (#7)

As discussed above, Members will be provided with the Exchange's technical specifications, which will enable them to develop or purchase their own, customized front-end software for interfacing with the Exchange. Members also may use third-party vendors to route orders to the Exchange via a front end or service bureau configuration. At a time closer to its initial operation as an exchange, the Exchange will file a draft Users Manual that will be provided to all Members and prospective Members of the Exchange. The Users Manual will describe the Exchange's technical specifications and will provide Members, prospective Members and other users of the Exchange with additional information that the Exchange believes will be useful to such persons for trading on the Exchange.

J. Possession of Funds or Securities (#8)

The Exchange will not hold funds or securities of its Members.

Exhibit F

Exhibit Request:

A complete set of all forms pertaining to:

1. Application for membership, participation or subscription to the entity.

2. Application for approval as a person associated with a member, participant or subscriber of the entity.

3. Any other similar materials.

Response:

Attached please find the following documents:

1. Application Checklist.

2. Membership Application for EDGA Exchange.

3. Clearing Letter of Guarantee.

4. User Agreement.

5. Routing Agreement for Members.

6. Exchange Data Vendor Agreement

7. Service Bureau Agreement.

8. Waive-In Membership Application Form.

9. Sponsored Access Participant Agreement.

10. Sponsoring Member Consent

The Exchange intends to use Form U-4, the Uniform Application for Securities Industry Registration or Transfer, for persons applying to be associated persons of a Member.

Exhibit G

Exhibit Request:

A complete set of all forms of financial statements, reports or questionnaires required of members, participants, subscribers, or any other users relating to financial responsibility or minimum capital requirements for such members, participants, or any other users. Provide a table of contents listing the forms included in this Exhibit G.

Response:

As broker-dealers, Members of the Exchange will be required to comply with the Commission's net capital and customer protection rules set forth in Rules 15c3-1 and 15c3-3 of the Securities Exchange Act of 1934, as amended. See also, proposed Exchange Rules 2.5, 3.6(e), 3.8, 3.17 and 3.20. In addition, a Member that fails or is unable to perform any of its contracts or is insolvent is required to immediately notify the Exchange in writing. Moreover, whenever it appears that a Member has failed to perform its contracts, is insolvent or in such other financial and operating condition or is conducting its business in a manner that is not safe to customers, creditors and other Members of the Exchange, the Chief Regulatory Officer of the Exchange may summarily suspend the Member. See proposed Exchange Rule 7.1.

Other than those forms and financial statements required to be submitted with an application for Exchange membership (see Exhibit F), the Exchange will not have specific forms of financial statements, reports or questionnaires required of its Members with respect to financial responsibility or minimum capital requirements.

Exhibit H

Exhibit Request:

A complete set of documents comprising the applicant's listing applications, including any agreements required to be executed in connection with listing and a schedule of listing fees. If the applicant does not list securities, provide a brief description of the criteria used to determine what securities may be traded on the exchange. Provide a table of contents listing the forms included in this Exhibit H.

Response:

EDGA Exchange does not intend to offer original listing on the Exchange upon commencement of operations, but rather, intends on trading only securities that have been admitted pursuant to unlisted trading privileges. For a description of the listing standards for EDGA Exchange please refer to Chapter XIV of the Exchange's Proposed Rules. See Exhibit B, supra. These listing standards are substantially similar the listing standards used by the ISE Stock Exchange, LLC, the equities trading facility of the ISE LLC, and the listing standards used by BATS Exchange, Inc.

Exhibit I

Exhibit Request:

For the latest fiscal year of the applicant, audited financial statements which are prepared in accordance with, or in the case of a foreign applicant, reconciled with, United States generally accepted accounting principles, and are covered by a report prepared by an independent public accountant. If an applicant has no consolidated subsidiaries, it shall file audited financial statements under Exhibit I alone and need not file a separate unaudited financial statement for the applicant under Exhibit D.

Response:

EDGA Exchange, Inc. was recently formed, and thus, does not yet have audited financial statements for the latest fiscal year. The Exchange will file proforma financial statements for Direct Edge ECN LLC when it is closer to commencing operations as a national securities exchange.

Exhibit J

Exhibit Request:

A list of the officers, governors, members of all standing committees, or persons performing similar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each:

1. Name.

2. Title.

3. Dates of commencement and termination of term of office or position.

4. Type of business in which each is primarily engaged (e.g., floor broker, specialist, odd lot dealer, etc.)

Response:

1. Officers

On a temporary basis, William O'Brien has been appointed as the President and Chief Executive Officer, Eric Hess has been appointed Secretary and Glen Badach has been appointed Treasurer of the Exchange entity. Prior to commencing operation as an Exchange, and pursuant to the Certificate of Incorporation and By-Laws of the Exchange, the Exchange's Board of Directors will likely appoint the individuals listed below as Initial Officers of the Exchange. Officers shall be appointed by the Board on an annual basis. These individuals will serve in these positions until their successors are appointed in accordance with the Certificate of Incorporation and By-Laws. Officers of the Exchange will serve at the pleasure of the Board of Directors.

2. Directors

On a temporary basis, William O'Brien has been appointed as the sole director of the Exchange entity. Upon the approval of EDGA Exchange's Form 1 Application for Registration as a National Securities Exchange by the Commission, Direct Edge Holdings LLC, as the sole owner of the common stock in the Exchange, will elect directors in accordance with the Certificate of Incorporation and By-Laws of the Exchange and the Operating Agreement of Direct Edge Holdings LLC. Directors of the Exchange, other than Owner Directors and the Chief Executive Officer, will serve staggered, three-year terms. At least one Independent Director will be a public, non-industry representative not associated with a member of the Exchange or with a broker or dealer, as required pursuant to Section 6(b)(3) of the Securities and Exchange Act of 1934. If the Exchange forms an Executive Committee, that Executive Committee will be in compliance with Section 6(b)(3) of the Securities and Exchange Act of 1934. The initial directors of the Exchange will likely be the persons listed below:

3. Committees

The committees of the Board shall consist of a Compensation Committee, an Audit Committee, a Regulatory Oversight Committee, an Appeals Committee, a Nominating Committee and such other committees as may be from time to time established by the Board. Upon the approval of EDGA Exchange's Form 1 Application for Registration as a National Securities Exchange by the Commission, and after the election of the Board, the Board shall appoint persons to sit on the standing committees of the Board, consistent with the Exchange's By-Laws.

Exhibit K

Exhibit Request:

This Exhibit is applicable only to exchanges that have one or more owners, shareholders, or partners that are not also members of the exchange. If the exchange is a corporation, please provide a list of each shareholder that directly owns 5% or more of a class of a voting security of the applicant. If the exchange is a partnership, please provide a list of all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of the partnership's capital. For each of the persons listed in the Exhibit K, please provide the following:

1. Full legal name;

2. Title or Status;

3. Date title or status was acquired;

4. Approximate ownership interest; and

5. Whether the person has control, a term that is defined in the instructions to this Form.

Response:

EDGA Exchange will be wholly-owned by Direct Edge Holdings LLC. Direct Edge Holdings LLC will exercise "control" over the Exchange, as that term is defined in the Form 1 instructions.

Exhibit L

Exhibit Request:

Describe the exchange's criteria for membership in the exchange. Describe conditions under which members may be subject to suspension or termination with regard to access to the exchange. Describe any procedures that will be involved in the suspension or termination of a member.

Response:

Membership on the Exchange will be open to any registered broker or dealer or any natural person associated with a registered broker or dealer. Any person may become an associated person of a Member of the Exchange. Exchange Members will be entitled to enter and view orders to buy and sell securities listed or admitted to unlisted trading privileges on the Exchange in accordance with Exchange Rules.

To become a Member of the Exchange, or continue as a Member of the Exchange, a person: (1) if other than a natural person, must be a registered broker or dealer, (2) if a natural person, must be either a registered broker or dealer or associated with a registered broker or dealer, (3) must be a member of another self-regulatory organization, (4) must either be a member of a registered clearing agency qualified by the Exchange or clear transactions through a member of such a qualified clearing agency, (5) must not be subject to a statutory disqualification (except pursuant to an order of the Securities and Exchange Commission permitting such membership), (6) must meet the standards of training, experience and competence as the exchange may prescribe, (7) must comply with Rule 15c3-1 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and other financial responsibility and operational capability requirements that may be established by the Exchange, (8) must be able to comply with the rules of the Exchange, including rules related to the maintenance of appropriate books and records, (9) must be able to demonstrate adequate systems capability, capacity, integrity and security, (10) must not be subject to unsatisfied material liens, judgments, and claims, (11) must not have been subject to any bankruptcy, receivership or arrangement for the benefit of creditors within a three year period, (12) must not have established a pattern of failure to pay just debts or defaulted, without reasonable explanation, on an obligation to another self-regulatory organization or member thereof, and (13) must not have engaged in acts or practices inconsistent with just and equitable principles of trade. Members may be suspended for failure to pay Exchange dues, fees and assessments, or if they have been expelled or suspended from membership, or association in another self-regulatory organization.

Applicants for membership on the Exchange will be required to complete a membership application agreeing, among other things, to comply with the By-Laws, Rules and interpretations of the Exchange. Existing members of SROs that are also current or former subscribers to the electronic communications network operated by Direct Edge ECN LLC will, for a short time after the commencement of trading on the Exchange, be permitted to submit a short-form waive-in membership application form. Membership applications will be reviewed by the Exchange staff. Denials of membership by the staff may be appealed pursuant to the Adverse Action procedures set forth in Chapter X of the Exchange's proposed Rules.

The Exchange may revoke the membership of a Member or an associated person whenever it has reason to believe that such Member fails to meet the membership qualification requirements of the Exchange.

Persons subject to suspension or termination with regard to access to the Exchange will be afforded an opportunity to be heard under Exchange Rules governing adverse actions. Persons applying for a hearing pursuant to these rules will be required to do so within 15 business days after being notified of such action. Applicants are permitted to submit any additional documents, statements, arguments or other materials in support of their application. Hearings will be held by the Appeals Committee, which will render its decision on the matter in writing. Decisions of the Appeals Committee will be subject to review by the Board of Directors of the Exchange either on its own motion or upon the written request of an applicant. The Board may affirm, reverse or modify, in whole or in part, the decision of the Appeals Committee.

A more detailed description of the Exchange's Adverse Actions procedure is set forth in Chapter X of the Exchange's proposed rules.

It is the Exchange's intention to enter into regulatory services agreements with the ISE LLC and the Financial Industry Regulatory Authority ("FINRA") to conduct various regulatory services on behalf of the Exchange. In addition, it is the Exchange's intention to file with the Commission a plan setting forth the allocation of certain regulatory responsibilities between itself and one or more other self-regulatory organizations pursuant to Rule 17d-2 of the Exchange Act.

Exhibit M

Exhibit Request:

Provide an alphabetical list of all members, participants, subscribers or other users, including the following information:

1. Name,

2. Date of election to membership or acceptance as a participant, subscriber or other user,

3. Principal business address and telephone number,

4. If member, participant, subscriber or other user is an individual, the name of the entity with which such individual is associated and the relationship of such individual to the entity (e.g., partner, officer, director, employee, etc.),

5. Describe the type of activities primarily engaged in by the member, participant, subscriber, or other user (e.g., floor broker, specialist, odd lot dealer, other market maker, proprietary trader, non-broker dealer, inactive or other functions). A person shall be "primarily engaged" in an activity or function for purposes of this item when that activity or function is the one in which that person is engaged for the majority of their time. When more than one type of person at an entity engages in any of the six types of activities or functions enumerated in this item, identify each type (e.g., proprietary trader, Registered Competitive Trader and Registered Competitive Market Maker) and state the number of members, participants, subscribers, or other users in each, and

6. The class of membership, participation or subscription or other access.

Response:

EDGA Exchange has not commenced operations and currently has no Members.

Exhibit N

Exhibit Request: Provide a schedule for each of the following:

1. The securities listed in the exchange, indicating for each the name of the issuer and a description of the security;

2. The securities admitted to unlisted trading privileges, indicating for each the name of the issuer and a description of the security;

3. The unregistered securities admitted to trading on the exchange which are exempt from registration under Section 12(a) of the Act. For each security listed, provide the name of the issuer and a description of the security, and the statutory exemption claimed (e.g., Rule 12a-6); and

4. Other securities traded on the exchange, including for each the name of the issuer and a description of the security.

Response:

EDGA Exchange has not commenced operations and, therefore, it has no securities that are listed or traded pursuant to unlisted trading privileges. As explained in Exhibit E, the Exchange will not list securities initially, though it may do so in the future.

EDGA Exchange represents that the Exchange's surveillance procedures for derivative securities products traded on the Exchange pursuant to unlisted trading privileges will be similar to the procedures used for equity securities traded on the Exchange and will incorporate and rely upon existing Exchange surveillance systems. The Exchange will closely monitor activity in derivative securities products traded on the Exchange pursuant to unlisted trading privileges to deter any improper trading activity. The Exchange will enter into a comprehensive surveillance sharing agreement ("CSSA") with a market trading components of the index or portfolio on which the derivative securities product is based to the same extent as the listed exchange's rule require the listing market to enter into a CSSA with such market.

Upon the effectiveness of its Form 1 Application for Registration as a National Securities Exchange, the Exchange intends to allow trading of Nasdaq National Market and Nasdaq Capital Market securities (both "Nasdaq securities" as defined in Rule 600(b)(41) of Regulation NMS) through EDGA Exchange. EDGA Exchange also plans to allow trading of exchange-traded securities, as defined in Rule 600(b)(25) of Regulation NMS, including exchange-traded funds or ETFs, through EDGA Exchange. All securities that EDGA Exchange will trade through the EDGA Exchange System are "NMS stocks", as such term is defined in Rule 600(b)(47) of Regulation NMS, and will be, at least initially, admitted pursuant to unlisted trading privileges.

¹ The term "Facilities" in Item 4 references underlying infrastructure for the operation of exchanges and the ATS owned by Direct Edge Holdings, Inc. and is not intended to refer to the statutory definition of "facility" as set forth in Section 3(a)(2) of the Securities and Exchange Act of 1934.