ATS-N/MA 0001609177-26-000014 LIVE 0001609177 XXXXXXXX 013-00192 false false LeveL Markets This Material Amendment pertains to certain attributes of order types, including Conditional Orders, on the LeveL ATS. Specifically, the changes pertain to the requirement to specify a Minimum Quantity or a Minimum Block Size on Conditional Orders (Part III Items 7 and 9) and describe the new ability of subscribers to specify a Minimum Fill Size or a Maximum Contra Side Order Quantity, if desired, as described in Part III Item 7. Part III Item 7 also discloses that the Maximum Contra Side Order Quantity functionality is only available in unilateral, bilateral, and multilateral trading arrangements as described in Part III Item 14. The amendment in Part III Item 7 also discloses that a Minimum Quantity and Minimum Fill Size may be reduced on a firm-up from the values specified in the original conditional order. In that regard, Part III Items 7 and 9 each reflect the removal of the prior requirement that the minimum block size quantity be the same on a firm-up as on the original conditional order. These changes apply to all subscribers and to the broker-dealer operator. Y LEVEL MARKETS, LLC 008-69476 000171752 FINRA 12/26/2014 EBXL https://www.levelmarkets.com/level-ats Equinix NY4 755 Secaucus Road Secaucus 07094 US-NJ false false As used in this ATS-N, the term "subscriber" refers to any entity that has entered into an agreement with LeveL Markets, LLC ("LeveL Markets" or the "Firm"), broker-dealer operator of the LeveL ATS, for the Firm to provide that entity and its authorized representatives with access to the LeveL ATS. As documented in Part III Item 1 below, the LeveL ATS has Brokers, Principal Trading Firms, Market Makers, and Dealers as its permitted Types of ATS Subscribers. The Firm also has institutional customers (Asset Managers and Hedge Funds) that are permitted as subscribers to the LeveL ATS (the "Buyside Subscribers") that will be able to route orders through LeveL Markets to the LeveL ATS for handling and execution. When this filing refers specifically to Buyside Subscribers, such references pertain only to the features, products and services provided to those LeveL Markets institutional accounts defined as Buyside Subscribers. All subscribers other than Buyside Subscribers are broker-dealers (the "Broker-Dealer Subscribers") that are members in good standing of FINRA and/or other U.S. self-regulatory organizations. These broker-dealers are not "customers" of LeveL Markets as defined in FINRA rules. When this filing refers specifically to Broker-Dealer Subscribers, such references pertain only to the features, products and services provided to Broker-Dealer Subscribers and not to Buyside Subscribers. Any descriptions of features, products or services that are offered to "subscribers" as used herein refer to both Buyside Subscribers and Broker-Dealer Subscribers. On behalf of Buyside Subscribers, LeveL Markets sponsors a trading arrangement (please see Part III Item 13 and 14) through which LeveL ATS Buyside Subscribers can trade between themselves and not with the broader LeveL pool. Such Buyside Subscribers can also, if they elect, have LeveL Markets represent their orders within that Buyside Subscriber-specific trading arrangement and in the LeveL pool simultaneously or after seeking a potential match within that trading arrangement first, at the Buyside Subscriber's election. The default setting is for Buyside Subscribers to have their orders seek a potential match within the Buyside Subscriber trading arrangement first and then be represented in the broader LeveL pool in the absence of a match within that Buyside Subscriber trading arrangement. This default setting can be changed upon a request from the Buyside Subscriber to LeveL Markets. LeveL Markets also permits other asset management or buyside entities ("Sponsored Buyside Entities") to access the Buyside Subscriber trading arrangement. Sponsored Buyside Entities are customers of other broker-dealers that are Broker-Dealer Subscribers to the LeveL ATS. Sponsored Buyside Entities are not customers of LeveL Markets. Sponsored Buyside Entities can only interact with the Buyside Subscriber trading arrangement if specifically permitted to do so by LeveL Markets. LeveL Markets may also permit certain Broker-Dealer Subscribers that perform outsourced trading services for smaller investment entities to access the Buyside Subscriber trading arrangement on behalf of their underlying clients ("Outsourced Trading Brokers"). "Outsourced trading" generally refers to the practice of investment entities retaining third parties to perform trading services on their behalf, often seeking to leverage the size and scale of the typically larger Outsourced Trading Brokers. Orders received from Buyside Subscribers, Sponsored Buyside Entities, and Outsourced Trading Brokers are handled by the LeveL ATS in the same manner as orders from any other LeveL ATS subscriber and do not have any special or different priority in the LeveL ATS. The MPID for LeveL Markets as broker-dealer operator is LTAA. Orders routed by LeveL Markets to the LeveL ATS are agency capacity only. No other business units of the broker-dealer operator are permitted to enter or direct the entry of orders or trading interest to the LeveL ATS. Y N N FMR Sakura Holdings, Inc. ("FMR Sakura") owns a minority stake in LeveL Holdings, LLC ("LeveL Holdings"). LeveL Markets is a wholly owned subsidiary of LeveL Holdings. Fidelity Global Brokerage Group, Inc. ("FGBG") owns a separate, smaller stake in LeveL Holdings. FMR Sakura and FGBG are wholly owned subsidiaries of FMR LLC, which operates a number of businesses under the trade name Fidelity Investments ("Fidelity"). By virtue of FMR Sakura's and FGBG's stakes in LeveL Holdings, both FMR Sakura and FGBG are indirect affiliates of LeveL Markets. Fidelity's National Financial Services LLC ("NFSC" - a registered broker-dealer) is a subscriber to the LeveL ATS and may enter orders or trading interest to the ATS on an agency or principal basis. Fidelity's asset management entity - Fidelity Management & Research Company ("FMR Co.") - is a Buyside Subscriber to the LeveL ATS. In that regard, FMR Co. can enter trading interest and orders and execute transactions on the ATS and has no special access to or privileges in the ATS beyond what any other LeveL ATS subscriber can have. FMR Co. is not a broker-dealer and does not have an MPID. The orders and trading interest entered by FMR Co. into the LeveL ATS is in an agency capacity. Y N N As described in Item 1(a) above, LeveL Markets is the broker-dealer operator of the LeveL ATS, and the Firm also has Buyside Subscribers that are able to route orders through LeveL Markets to the LeveL ATS for handling and execution. LeveL ATS subscribers may elect that their orders not interact with, or only interact with, one or more specified subscribers ("Contra-party Permissioning"). See Part III Item 14. Accordingly, subscribers may use Contra-party Permissioning to specifically opt out from interacting with the orders and trading interest routed to the LeveL ATS by LeveL Markets. Subscribers may elect that their orders not interact with, or only interact with, one or more specified subscribers ("Contra-party Exclusions" and "Subscriber Trading Arrangements," respectively). Accordingly, subscribers may use Contra-party Exclusions to specifically opt out from interacting with the orders and trading interest of an Affiliate of LeveL Markets (in such Affiliate's capacity as a LeveL ATS subscriber). See Part III Items 13 and 14 for additional information regarding subscriber segmentation and counterparty permissioning. Y N The only such product or service that LeveL Markets offers Buyside Subscribers is a user interface (the "UI"). LeveL Markets also offers the UI to Outsourced Trading Brokers. While virtually all Buyside Subscribers and Outsourced Trading Brokers use an external OMS, EMS, or order router to send orders and trading interest to the LeveL ATS through LeveL Markets, the UI is offered to all Buyside Subscribers and Outsourced Trading Brokers. Buyside Subscribers and Outsourced Trading Brokers can manage orders and trading interest via the UI and can also monitor executions in the LeveL ATS via the UI, even if those orders or trading interest were submitted to the LeveL ATS via an OMS, EMS, or router. While the UI is made available to all Buyside Subscribers and Outsourced Trading Brokers, not all of them use the UI. Orders and trading interest for the LeveL ATS cannot be entered via the UI. The use of the UI provides no speed advantages versus other means of order or trading interest management. Y Fidelity offers a routing tool to institutional customers called Fidelity Service Bureau ("FSB"), which is operated by a non-broker-dealer Fidelity entity. LeveL ATS Buyside Subscribers' traders, including but not limited to those of FMR Co., may use FSB to route orders and trading interest to the LeveL ATS for handling and execution. As it does with other order entry systems, LeveL Markets pays Fidelity Prime Financing, LLC a monthly fee for connectivity of the Buyside Subscribers and traders that use FSB to access the System. The Firm understands that FSB was not designed specifically for use with the LeveL ATS and can be used to reach other venues or trading destinations in addition to the System. LeveL Markets is not a party to any agreements between Buyside Subscribers and FSB, and users of FSB are not treated any differently in the LeveL ATS than non-users of FSB. Please see Part III Item 5(c). LeveL Markets is unaware of the terms and conditions of the use of FSB for any particular Buyside Subscriber. LeveL Markets pays Fidelity Prime Financing, LLC several types of fees relating to the FSB service on a monthly basis. One monthly fee is based on the rate the Buyside Subscriber pays to LeveL Markets per executed share. These types of fees can vary by Buyside Subscriber and are not capped. Another monthly fee is a flat rate per Buyside Subscriber FSB connection to the System. For this fee, after the number of Buyside Subscribers reaches a certain threshold, Fidelity caps the total fee paid by LeveL Markets at a maximum amount per month, regardless of how many additional traders use FSB. Some Buyside Subscribers add FSB costs to the commissions paid to LeveL Markets at their discretion. LeveL Markets does not enter orders or trading interest into the LeveL ATS via FSB or otherwise. LeveL Markets is the operator of the LeveL ATS. In addition to providing technology support and development for the LeveL ATS, certain staff from LeveL Holdings, LeveL Markets's parent, also provide technology support and development in connection with the handling and routing of orders on behalf of Buyside Subscribers. In that regard, these staff have access to confidential trading information for the LeveL ATS in general and Buyside Subscribers in particular. Personnel in LeveL Holdings' and LeveL Markets's Technology department who are responsible for the technology development and day-to-day operation of the LeveL ATS (collectively the "Technology department"), including technology maintenance, support and regulatory reporting services, may have access to confidential trading information on the LeveL ATS and with respect to Buyside Subscribers. This includes information regarding open trading interest and recent execution and cancellation information. The LeveL Markets Sales and Operations teams may also have access to confidential trading information on the LeveL ATS and with respect to Buyside Subscribers. These employees support LeveL ATS and Buyside Subscribers in their use of the LeveL ATS, facilitate the technical on-boarding of new ATS subscribers, assist in connecting the subscribers' routing systems to the ATS, test such connectivity in the ATS UAT environment, facilitate the start of subscriber trading in the ATS production environment, and work with the subscriber on any questions they have with respect to interacting with the ATS and in making any requested changes to the subscribers' use of the ATS. As described more fully in Item 7d, members of LeveL Markets Compliance and Legal staff, who support both the LeveL ATS and LeveL Markets generally, may obtain access to confidential trading information of all LeveL ATS subscribers to respond to regulatory inquiries, among other responsibilities. LeveL Markets is an indirect affiliate of Nasdaq, Inc. ("Nasdaq") and its subsidiaries (collectively with Nasdaq, the "Nasdaq Entities") by virtue of Nasdaq's investment stake in LeveL Holdings, LeveL Markets's parent. While LeveL Markets is an affiliate of Nasdaq, no employee of any Nasdaq entity ("Nasdaq Personnel") is involved in the operation of the LeveL ATS. Further, no employee of LeveL Markets is separately an employee of any Nasdaq Entity, nor is any employee of LeveL Markets involved in the operation of any national securities exchanges operated by a Nasdaq entity (the "Nasdaq Securities Exchanges"). As noted below, Nasdaq services the operations of the FINRA/Nasdaq TRF Carteret and the Nasdaq Securities Exchanges are participants in the committees that operate each Securities Information Processor ("SIP") feed. LeveL Markets reports transactions effected in the LeveL ATS to the FINRA/Nasdaq TRF Carteret and utilizes market data disseminated by the SIP feed in determining the relevant NBBO for each transaction effected in the ATS. The LeveL ATS servers are located at the Equinix NY4 data center. Equinix, as host of the data center, provides cross connects and related connectivity to the LeveL ATS. See Part III Item 6 for additional information. All transactions effected on the LeveL ATS are reported to the FINRA/Nasdaq TRF Carteret. See Part III Item 21 for additional information. Pursuant to a fully disclosed clearing arrangement between LeveL Markets and Instinet, LLC ("Instinet"), Instinet clears and settles all transactions executed on the LeveL ATS. See Part III Item 22 for additional information. The LeveL ATS utilizes data provided by the SIP feeds in determining the relevant NBBO for each security. See Part III Item 23 for additional information. Instinet provides clearance and settlement services to LeveL Markets for transactions effected on the LeveL ATS. Instinet is a subscriber to the LeveL ATS and may submit trading interest to the LeveL ATS. Instinet may use any of the LeveL ATS functionality disclosed in this Form ATS-N. LeveL Markets also has a fully-disclosed clearing agreement with National Financial Services LLC ("NFS"), a Fidelity-related entity. NFS clears and settles all transactions executed on the System by Buyside Subscribers. NFS is also a subscriber to the LeveL ATS and may submit trading interest and use any of the LeveL ATS functionality disclosed in this Form ATS-N. FMR Co., a Fidelity subsidiary and an affiliate of NFS (which clears and settles transactions effected on the LeveL ATS by Buyside Subscribers), is also a Buyside Subscriber. Nasdaq operates the FINRA/Nasdaq TRF Carteret. Additionally, the Nasdaq Securities Exchanges are participants in the committees that operate each SIP feed. Y LeveL Markets's sole brokerage business is the operation of the LeveL ATS and the handling and routing of orders from Buyside Subscribers. Access to the LeveL ATS systems is controlled by user credentials, passwords, and security certificates assigned by LeveL Markets staff. Access to individual parts of the LeveL ATS trading systems (e.g., to subscriber confidential trading information) is permissioned at the user level. The only employees of LeveL Holdings or LeveL Markets with the ability to view open order interest in the LeveL ATS are certain members of LeveL Holdings's or LeveL Markets's Technology department that support the LeveL ATS and the LeveL Markets Sales and Operations teams. (Please see Item 6 above for a description of the responsibilities of these employees.). LeveL Holdings and LeveL Markets Technology department staff, the LeveL Markets Sales team, and the LeveL Markets Operations team that support the LeveL ATS are located in or based out of LeveL Markets's Charleston, SC and Boston, MA offices. LeveL Markets's Boston, MA and Charleston, SC offices require keycard access for entry. LeveL Markets may grant access to proprietary or confidential information within the LeveL ATS after ensuring an employee or contractor has, where appropriate, undergone a background check and signed non-disclosure and confidentiality agreements. LeveL Markets's CCO reviews all requests for access to ensure that the requested access is appropriate given the individual's anticipated responsibilities at LeveL Markets. LeveL Markets policy prohibits personnel with access to subscriber confidential trading information from sharing such information with personnel not authorized to receive such information and from otherwise using such information for any purpose other than supporting the operation of the LeveL ATS or its compliance with applicable rules and regulations. LeveL Markets policy prohibits these employees from sharing LeveL ATS subscriber confidential trading information with other LeveL Markets personnel or Nasdaq personnel. LeveL Markets uses a privileged access system as an access control with respect to LeveL Markets systems, applications, and accounts and any Confidential Trading Information contained therein. LeveL Markets's network configuration utilizes Access Control Lists to limit access from a specific source IP to a specific destination IP. The LeveL ATS servers are kept in a secure data center located in New Jersey which restricts access to essential authorized personnel. Authorized personnel must identify themselves with a government issued Photo ID. While subscriber confidential trading information is not encrypted within the secured LeveL ATS systems, such information is encrypted when exported to third-parties (e.g., for clearance and settlement). Upon request, LeveL Markets will provide subscribers with contra-party execution reports relating to the subscriber's own activity in the LeveL ATS and the categorization of its contra-parties. These reports are provided on a two-week delayed basis (i.e., no execution noted in any such report will have occurred within the two weeks prior to the report date). Subscribers may also request that the FIX messages disseminated to the subscriber in connection with each execution in the LeveL ATS identify, as applicable, (i) whether the subscriber's order was deemed to provide or remove liquidity, (ii) whether the subscriber executed against itself, (iii) whether the subscriber executed against a third-party (rather than against itself), and (iv) whether the subscriber's Firm Order executed against a Firm-Up Order. Additionally, LeveL Markets makes certain aggregated monthly order and execution statistics available on its website. Subscribers may not opt-out from having their information included in these reports. EMPLOYEE TRADING: All LeveL Holdings and LeveL Markets employees, including but not limited to the Technology, Sales, Operations, Legal and Compliance staff who support the LeveL ATS are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of LeveL ATS subscribers. LeveL Markets does not have any individual or retail customer accounts, including employee accounts. As such, employee trading accounts must be opened and maintained at other broker-dealers, upon approval by the LeveL Markets Chief Compliance Officer (CCO). All employees are required to disclose to Compliance all outside brokerage accounts, and duplicate trade confirmations and account statements (hard copy or via electronic feed) are required to be provided to Compliance for all employee-related accounts held outside the Firm. LeveL Markets Compliance reviews all employee trade data received for indications of potential misuse of subscriber confidential trading information. Certain trading restrictions, such as Compliance pre-approvals and mandatory hold periods, are in place for less liquid securities (generally, non-large cap securities). Exceptions to these restrictions must be approved in advance by Compliance, and the approval and hold period requirements do not apply to employee accounts which are managed by an advisor (human or automated) that has full investment discretion while the employee has none. All employees must also comply with other trading-related Firm policies such as, but not limited to, its Insider Trading policy. AFFILIATION WITH NASDAQ: Nasdaq owns a minority interest in LeveL Markets's parent company, LeveL Holdings. LeveL Holdings and Nasdaq each have information barriers, controls and related policies that prohibit the sharing of non-public confidential trading information between LeveL Markets and the Nasdaq Entities (including, for clarity, the sharing of LeveL ATS subscriber confidential trading information with any Nasdaq Entity, and the sharing of any non-public trading information of any Nasdaq Securities Exchange with LeveL Markets). Further, LeveL Markets personnel and Nasdaq Personnel are subject to policies and procedures that are designed to preserve the independent governance and operation of the LeveL ATS and the Nasdaq Securities Exchanges. The Nasdaq Securities Exchanges and the LeveL ATS utilize wholly separate technology and systems. Nasdaq personnel do not have access to the LeveL ATS systems, and LeveL Markets personnel do not have access to the systems used in connection with the operation of the Nasdaq Securities Exchanges. LeveL Markets does not share any office space with any Nasdaq entity. LeveL Markets policies and procedures treat Nasdaq Personnel in the same manner as personnel of any unaffiliated third-party. Accordingly, Nasdaq Personnel are restricted from accessing LeveL Markets premises and systems, and from obtaining order, execution and other system data relating to LeveL Markets's operations. A subscriber may request that LeveL Markets identify the subscriber as counter-party to transactions with one or more designated subscribers. A subscriber wishing to permission the above disclosure (the "Consenting Subscriber") must identify to LeveL Markets Sales or support staff, via email, those subscribers eligible to receive reports identifying transactions to which the Consenting Subscriber was counter-party (the permissioned subscribers, "the "Designated Subscribers"). LeveL Markets may thereafter notify the Designated Subscriber of each transaction to which the Consenting Subscriber was counter-party (i) upon request of the Designated Subscriber or (ii) on an order-by-order basis as part of the FIX messages disseminated to the Designated Subscriber. LeveL Markets Sales personnel notify Designated Subscribers of their "permissioned" status via email. Additionally, the identities of (i) the individual who "staged" the permissioning election and (ii) the individual who accepted the election are electronically recorded in LeveL Markets's LeveL ATS user database. Subscribers may permission LeveL Markets Sales personnel not otherwise involved in the operation of the LeveL ATS or its compliance with applicable rules to view the subscriber's activity on a post-trade basis (e.g., executions, cancellations and related order information) for the purpose of providing trading analytics and similar reports (whether the subscriber itself or, where directed by the subscriber, to a third-party). Such permissioning must be made or confirmed via email to the subscriber's LeveL Markets Sales coverage team. With respect to their activity on the LeveL ATS, Buyside Subscriber Confidential Trading Information is kept confidential (meaning, in this specific case, not disclosed outside the Firm to anyone who is not otherwise supporting the LeveL ATS) up until the time the transaction is cleared and settled, which involves NFS, LeveL Markets's clearing firm for Buyside Subscribers, and the other external parties relating to the settlement of transactions by Buyside Subscribers, such as custody banks and prime brokers. For example, on trade date, a Buyside Subscriber will submit instructions electronically designating to which subaccount shares purchased or sold through the Buyside Subscriber's master trading account should be allocated, designating that specific share amounts from the execution be settled in specific subaccounts (typically in the name of mutual funds or similar funds on whose behalf the Buyside Subscriber is purchasing or selling securities). Depending on the method of clearance and settlement, details of the share purchase or sale will be made available to NFS and to other entities involved in the clearance and settlement of the Buyside Subscriber's transaction. Please see Part III Item 22 below. A Consenting Subscriber may remove any Designated Subscriber (i.e., instruct LeveL Markets to cease notifying the Designated Subscriber of transactions to which the Consenting Subscriber was counter-party) by notifying LeveL Markets. Such election must be made or confirmed via email to the subscriber's LeveL ATS sales coverage team. Subscribers who had previously granted permission for LeveL Markets Sales personnel not involved in the operation of the LeveL ATS or its compliance with applicable rules to view the subscriber's activity on a post-trade basis in order to provide post trade reports may withdraw their consent at any time, for any reason, by notifying LeveL Markets. Such election must be made or confirmed via email to the subscriber's LeveL Markets Sales coverage team. LeveL Markets attempts to process the above requests without unreasonable delay. As noted in Part II Item 7b above, certain Technology department staff, due to their involvement in operating the LeveL ATS, have the ability to directly access and view open order interest in the LeveL ATS. This includes (i) personnel who support the ATS's network operations, and (ii) personnel who support the ATS's software development. Additional staff with these capabilities include members of LeveL Markets's Operations and Sales teams who provide "customer support" services. Technology department staff involved in operating the LeveL ATS may access both live order information and execution data across subscribers, including the identity of the subscriber that submitted an order and the parties to a transaction. Members of LeveL Markets's Compliance and Legal departments that support the LeveL ATS and LeveL Markets generally may review subscriber confidential trading information in connection with responding to regulatory inquiries, customer inquiries, addressing compliance issues and other similar issues. However, LeveL Markets Compliance and Legal personnel do not have direct access to such information and, instead, are provided such information by Technology department staff upon request. Brokers Asset Managers Principal Trading Firms Hedge Funds Market Makers Dealers N Prior to being granted access to the LeveL ATS, all prospective broker-dealer subscribers must: (1) complete a new account form; (2) provide all required supporting documentation (e.g., formation documents, Form BD); (3) submit an account application listing key management and beneficial owners; and, (4) execute a subscriber agreement and any other relevant agreement applicable to the services to be provided to the client. Prospective Buyside Subscribers must comply with Firm and regulatory due diligence and account documentation requirements before being approved as a Buyside Subscriber. For Buyside Subscribers, these due diligence requirements generally include the satisfactory completion of a written Subscriber Agreement, the submission of a U.S. Internal Revenue Service ("IRS") Form W-9 or equivalent, written Subscriber requests on preferences for the receipt of paper account statements (if applicable), a written Prime Brokerage Clearance Services Agreement (if applicable), the satisfactory completion of an Office of Foreign Asset Control ("OFAC") review, and other customer identification requirements such as the receipt and review of the Buyside Subscriber's Form ADV (if applicable) and verification of other information of the Buyside Subscriber, such as its authorized contact persons and authorized traders. LeveL Markets does not admit natural persons as subscribers to the LeveL ATS. LeveL Markets, in its sole discretion, may restrict a prospective subscriber from accessing the LeveL ATS services due to legal, credit, or other concerns, including, without limitation: 1. Suspension or expulsion from an SRO; 2. Credit risk; 3. Existence of regulatory settlements; and, 4. Negative news reports relating to the prospective subscriber. Any Nasdaq Entity is not eligible to become a subscriber to the LeveL ATS. The differences in the admission requirements are described in Item 2b above and are due to the distinction between Buyside Subscribers and broker-dealer LeveL ATS subscribers. Buyside Subscribers may be required to submit a current Form ADV, for example, whereas such documentation would not be applicable to broker-dealers. Similarly, broker-dealers would have to be members in good standing with an SRO, while this requirement is not applicable to Buyside Subscribers. Please see Item 2b above for a description of the requirements for both Buyside Subscribers and broker-dealer subscribers. Y LeveL Markets, in its sole discretion, may restrict a current subscriber from accessing the LeveL ATS services due to legal, credit or other concerns, including without limitation: 1. Suspension or expulsion from an SRO; 2. Failure to maintain broker-dealer registration; 3. Failure to make timely and proper settlement of transactions; 4. Failure to deliver funds or securities as required; 5. Credit risk; 6. Existence of regulatory settlements; and, 7. Negative news reports relating to a subscriber. For clarity, and as separately noted in response to Part III Item 2 above, any Nasdaq Entity is not eligible to become a subscriber to the LeveL ATS. LeveL Markets may exercise its discretion in determining whether to restrict a current subscriber from accessing a service of the LeveL ATS, including in determining whether to restrict a subscriber from submitting or interacting with Conditional Orders. For instance, LeveL Markets personnel will assess negative news events on a subscriber-by-subscriber basis and may apply different standards in determining whether to exclude, in whole or in part, a subscriber from the LeveL ATS services due to such news events. The LeveL ATS accepts orders on days that the New York Stock Exchange ("NYSE") is open and observes NYSE's holiday and early close schedule. The LeveL ATS accepts orders that are not IOC or Enhanced IOC orders from 7:30 a.m. to 4:00 p.m. ET. The ATS accepts IOC and Enhanced IOC orders from 9:30 a.m. to 4:00 p.m. ET. The LeveL ATS, on a security-by-security basis, creates matches from the time it receives the Opening Trade Report (as that term is defined in Part III Item 10) for the relevant security until 4:00 p.m. ET. Y Trading interest must be submitted via FIX protocol. The LeveL ATS is compliant with version 4.2 of the FIX protocol. Subscribers can connect via cross connects within Equinix NY4 or through various extranet providers. Buyside Subscribers can submit orders via FIX to LeveL Markets, which routes such orders to the LeveL ATS. The LeveL ATS does not accept and does not have the ability to accept manual orders or trading interest. Y As described in Item 5a above, Buyside Subscribers can submit orders via FIX to LeveL Markets, which routes such orders to the LeveL ATS. In addition to using an O/EMS to send orders or trading interest to the Buyside Subscriber trading arrangement described herein, Buyside Subscribers may also use a third party technology provider or a Broker-Dealer Subscriber's smart order router as long as the orders or trading interest are sent to the Buyside Subscriber trading arrangement directly from or on behalf of the Buyside Subscriber, meaning they are institutional customer orders or trading interest where the third party or broker-dealer routing system passes a client identifier for the underlying Buyside Subscriber and trader that sent the order or trading interest, if applicable. The third party or broker-dealer routers are accessed via a front-end at the Buyside Subscriber, and any orders or trading interest sent to the Buyside Subscriber trading arrangement via such third party or broker-dealer routers are submitted using FIX 4.2. Sponsored Buyside Entities can only access the Buyside Subscriber trading arrangement via broker-dealer routers of Broker-Dealer Subscribers and any such orders or trading interest must also contain an identifier for the specific Sponsored Buyside Entity. Y N N N Order Types (Generally): As further discussed herein, the LeveL ATS accepts firm orders, including Firm-Up Orders, conditional orders, Full Day VWAP Orders, VWAP Block Orders and VWAP Sliced Orders (VWAP Sliced Orders, together with Full Day VWAP Orders and VWAP Block Orders, the "VWAP Order Types"). Except where otherwise noted, references to firm orders include Firm-Up Orders (as that term is defined herein). Orders of a particular VWAP Order Type may only interact with orders of the same VWAP Order type (e.g., Full Day VWAP Orders may only interact with other Full Day VWAP Orders). Except where noted below, all orders may be cancelled by timely submission to the LeveL ATS of cancellation instructions. Firm Orders (Excluding Firm-Up Orders): Firm orders may include market, limit or pegged price instructions. Subscribers may designate firm orders as immediate-or-cancel ("IOC"), "Day," good-til-time ("GTT," expressed either in seconds or by specifying an expiration time) or "enhanced" IOC (such orders "Enhanced IOC" orders, further discussed below). Subscribers may designate firm orders as ineligible to interact with other orders if the NBBO spread, as calculated by the ATS, is greater than $0.01 (or greater than $0.0001 where an execution would occur at a price that is less than $1.00). Subscribers may designate firm orders as add-liquidity-only ("ALO"). ALO orders will only interact with other orders if the ALO order would be deemed to be adding liquidity. See Part III Item 11 for further discussion of when an order is deemed to "add" or "remove" liquidity. Where, upon receipt, an ALO order is marketable against trading interest on the LeveL ATS, the LeveL ATS will accept the ALO order for further processing (e.g., potential matching where the ALO would be deemed to be adding liquidity). Pegged orders are limit orders with a limit price that constantly changes based on movements in the designated reference price. Pegged orders may, but are not required to, include an ultimate limit price (e.g. buy 100 shares of ABC pegged to the offer but limited to $20.05) and, for orders other than IOC and Enhanced IOC orders, may also include an offset price (e.g., buy 100 shares of ABC pegged to the national best offer ("NBO") minus $0.02). Firm orders may be pegged to the NBO, the national best bid ("NBB") or midpoint of the national best bid or offer ("NBBO"). Offset prices must be expressed in penny increments per share for securities priced equal to or greater than $1.00 per share and hundredths of a cent for securities priced less than $1.00 per share or the LeveL ATS will reject the order. Resting orders with offsets expressed in hundredths of a cent will be cancelled if the bid or offer becomes equal to or greater than $1.00 per share. Orders pegged to the midpoint of the NBBO may not include a peg-offset. As noted above, subscribers may designate orders as "Enhanced IOC" orders. Only firm orders may be designated as Enhanced IOC orders. Generally, an Enhanced IOC order operates like a "standard" IOC order and either immediately executes (in whole or in part) against resting contraside interest or is cancelled by the LeveL ATS. However, where there is a resting eligible contraside conditional order or orders in the LeveL ATS at the time the LeveL ATS receives the Enhanced IOC order, the Enhanced IOC order will remain in the LeveL ATS for a subscriber-configured period of time of at least 100 milliseconds (such period, which is configurable in millisecond increments, the "Hold Period"). For clarity, where there is both resting firm and conditional trading interest in the LeveL ATS at the time the LeveL ATS receives the Enhanced IOC order, the Enhanced IOC will execute, in whole or in part, against the firm order (which may be a firm or Firm-Up Order) and the leaves quantity will be immediately cancelled. During the Hold Period the Enhanced IOC order is eligible to interact with any eligible contraside trading interest in the LeveL ATS and may "invite" other conditional orders to "firm-up." In the event the Enhanced IOC order receives a partial fill during the Hold Period the LeveL ATS will immediately cancel the order's leaves quantity (even where the Hold Period has not expired). Subscribers may not cancel an Enhanced IOC order during the Hold Period. For clarity, the Hold Period on a given order is not "extended" or "reset" for any reason. By default, the LeveL ATS designates firm orders (including Enhanced IOC orders) as ineligible to interact with conditional orders. However, LeveL Markets will remove the default designation upon subscriber request and permit the subscriber to designate firm orders as either eligible or ineligible to interact with conditional orders on an order-by-order basis. Firm orders designated as ineligible to interact with conditional orders will not invite a conditional order to firm-up, but are nevertheless eligible to interact with Firm-Up Orders (other than Firm-Up Orders that include a "conditional only" order instruction). Firm orders may be modified, but their firm status cannot be modified (i.e., a firm order cannot be modified to be a conditional order). A modified firm order will receive a new time of receipt for priority purposes, except where the only modification is a reduction in order quantity. Conditional Orders: A conditional order is an instruction to the LeveL ATS that the subscriber wants to interact with the order book on a conditional basis. A conditional order never executes; instead, when a conditional order would have otherwise matched with another order, the conditional order is cancelled by the LeveL ATS and an invitation (i.e., an "Invite" as defined at Part III Item 9) is sent to the originating subscriber, inviting the subscriber to send a Firm-Up Order in response. As further discussed below, conditional orders, by default, may only interact at the midpoint of the prevailing NBBO. However, upon subscriber request to LeveL Markets, however made, LeveL Markets will remove the default logic and allow conditional orders that utilize Session Permissioning instructions to interact at any price at or inside the prevailing NBBO (such conditional orders designated as eligible to interact at any price at or inside the prevailing NBBO, "Session Conditional Orders," all other conditional orders, "Non-Session Conditional Orders"). For clarity, as used herein, the term "conditional order" includes both Session and Non-Session Conditional Orders and Extended Firm-Up Time Required ("EFUT") Conditional Orders, as defined in this Item and in Part III Item 9(a), unless otherwise specified. Conditional orders may include market, limit or pegged pricing instructions. Subject to the restrictions discussed in this paragraph, conditional orders may be pegged to the NBB, the NBO or midpoint of the NBBO. Conditional orders pegged to the market (i.e., sell order pegged to the NBB or buy order pegged to the NBO) may include an offset price (e.g., buy 100 shares of ABC pegged to the NBO minus $0.02). Conditional orders pegged to the midpoint of the NBBO may not include an offset price. Session Conditional Orders may be pegged to the primary (i.e. sell order pegged to the NBO or buy order pegged to the NBB) and may include an offset price. Non-Session Conditional Orders may not be pegged to the primary; the LeveL ATS will reject any Non-Session Conditional Orders pegged to the primary. As further discussed below, conditional orders must include a Minimum Quantity or a Minimum Block Size. Subscribers may designate conditional orders as "Day" or GTT. Conditional orders may not be designated as IOC or Enhanced IOC. Conditional orders may be modified, but their conditional status cannot be modified (i.e., a conditional order cannot be modified to be a firm order). Conditional and Firm-Up orders may include instructions to not interact with firm orders other than Firm-Up Orders. Firm orders, other than Firm-Up Orders, may not include a conditional-only order attribute. Non-Session Conditional Orders will only interact with contraside interest (i.e., "generate" an Invite) where the midpoint of the NBBO is an eligible execution price at the time of the match (that is, assuming both the Non-Session Conditional Order and contraside interest were firm orders). Session Conditional Orders are eligible to interact at any price at or inside the NBBO. Where "eligible" contraside interest exists, all eligible conditional orders will receive Invites, regardless of time of receipt. Conditional orders may include ALO instructions, in which case the party submitting the conditional order will only receive an Invite where the conditional order would have been deemed to add liquidity at the time of the match (that is, assuming both the conditional order and contraside interest were firm orders). Subscribers may designate their conditional orders as ineligible to interact with other orders if the NBBO spread, as calculated by the ATS, is greater than $0.01 (or greater than $0.0001 where an execution would occur at a price that is less than $1.00). Firm-Up Orders: Firm-Up Orders are firm orders submitted in response to an Invite (as defined at Item III Part 9). A Firm-Up Order must contain the same symbol, side, and MPID as the conditional order related to the Invite or it will be rejected by the LeveL ATS. As further discussed herein, Firm-Up Orders resulting from Session Conditional Orders (such Firm-Up Orders, "Session Firm-Up Orders") and Firm-Up Orders resulting from Non-Session Conditional Orders (such Firm-Up Orders, "Non-Session Firm-Up Orders") differ in manner of operation. A Firm-Up Order's status as a Session Firm-Up Order or Non-Session Firm-Up Order is determined exclusively on the Session or Non-Session status of the underlying conditional order, and accordingly, the election of whether a Firm-Up Order operates as a Session or Non-Session Firm-Up Order is effectively made at the conditional order stage. For clarity, the term "Firm-Up Order," as used herein, includes both Session and Non-Session Firm-Up Orders unless otherwise specified. Subscribers may designate Firm-Up Orders as Day or GTT and must include a time-in-force of at least one (1) second if designated as GTT. Firm-Up Orders may not be designated as IOC or Enhanced IOC. As further discussed below, Non-Session Firm-Up Orders are only eligible to execute at the midpoint of the NBBO, while Session Firm-Up Orders are eligible to execute at any price at or inside the NBBO. Firm-Up Orders may include market, limit or pegged pricing instructions. Subject to the restrictions discussed in this paragraph, Firm-Up Orders may be pegged to the NBB, the NBO or midpoint of the NBBO. Firm-Up Orders pegged to the market (i.e., sell order pegged to the NBB or buy order pegged to the NBO) may include an offset price (e.g., buy 100 shares of ABC pegged to the NBO minus $0.02). Firm-Up Orders pegged to the midpoint of the NBBO may not include an offset price. Session Firm-Up Orders may be pegged to the primary and may include an offset price. Non-Session Firm-Up Orders may not be pegged to the primary; the LeveL ATS will reject any Non-Session Firm-Up Orders pegged to the primary. Non-Session Firm-Up Orders must either (a) have a pricing instruction that is at or better than the pricing instruction of the originating conditional order (e.g., a subscriber that submitted a market conditional order may submit a marketable limit Firm-Up Order) or (b) be priced at-or-better than the midpoint of the NBBO at the time of submission (e.g., a subscriber that submitted a market conditional order may submit a Firm-Up Order pegged to the midpoint of the NBBO). Session Firm-Up Orders must either (a) have a pricing instruction that is at or better than the pricing instruction of the originating conditional order (e.g., a subscriber that submitted a market conditional order may submit a marketable limit Firm-Up Order) or (b) have effective limit prices that, at the time of submission, are at least equal to the NBB (for buy orders) or NBO (for sell orders). Firm-Up Orders resulting from conditional orders with ALO instructions must themselves include ALO instructions; where such a Firm-Up Order does not include ALO instructions, the LeveL ATS will reject the order (as noted above, Firm-Up Orders must include a time-in-force of at least one (1) second and may interact with orders other than the contraside order from the initial match). The LeveL ATS will reject Firm-Up Orders with ALO instructions where the related conditional order did not include ALO instructions. Subscribers may designate their Firm-Up Orders as ineligible to interact with other orders if the NBBO spread, as calculated by the LeveL ATS, is greater than $0.01 (or greater than $0.0001 where an execution would occur at a price that is less than $1.00). Subscribers cannot designate their Firm-Up Orders as ineligible to interact with conditional orders, but may designate Firm-Up Orders as only eligible to interact with conditional and Firm-Up Orders. Firm-Up Orders are treated like "standard" firm orders for matching and priority purposes. However, as noted above, Non-Session Firm-Up Orders are only eligible to execute at the midpoint of the NBBO. Accordingly, Non-Session Firm-Up Orders with effective limit prices below the prevailing midpoint of the NBBO are ineligible for execution, although they will, in accordance with their terms, remain in the LeveL ATS and may subsequently become eligible for execution. Where a Non-Session Firm-Up Order matches with a "standard" firm order, the execution will occur at the midpoint of the NBBO, without regard as to which order was deemed to add or remove liquidity. Session Firm-Up Orders are treated as "standard" firm orders when determining both eligible execution prices and resulting execution price. The LeveL ATS does not prevent subscribers from submitting firm orders that are not Firm-Up Orders following receipt of an Invite, although the LeveL ATS treats the subscriber as failing to have "firmed-up" in response to the Invite. Firm-Up Orders may not be modified. Minimum Execution Size: Subscribers may specify a "Minimum Quantity" or "Minimum Block Size" associated with a firm order. Minimum Quantities and Minimum Block Sizes may be expressed in odd or mixed lots, but only where the subscriber has designated the order as eligible to execute in odd or mixed lots, as applicable. The LeveL ATS will reject any order with an odd or mixed lot Minimum Quantity or Minimum Block Size where the subscriber has not separately designated the order as eligible to execute in odd or mixed lots, as applicable. A "Minimum Quantity" instruction specifies the minimum execution size a subscriber will accept and allows for the aggregation of any number of contraside orders. A subscriber may specify a "floor" or minimum quantity of the partial fills that can be aggregated to meet the Minimum Quantity as defined above (the "Minimum Fill Size"). For example, if a subscriber enters an order to buy 10,000 shares of the security ABCD with a Minimum Quantity of 5,000 shares, the subscriber can, if they choose, specify that any fills that can be aggregated to make up the 5,000 share Minimum Quantity be for a specified minimum amount, such as 1,000 shares. In that case, none of the fills that would be able to be aggregated to meet the 5,000 share Minimum Quantity could be for less than 1,000 shares, the specified Minimum Fill Size. Any Minimum Quantity and Minimum Fill Size may be reduced on a firm-up from the values specified in the original conditional order, if desired by the subscriber. A "Minimum Block Size" instruction specifies the minimum execution size a subscriber will accept and does not allow for the aggregation of contraside interest. Conditional and Firm-Up Orders must include a Minimum Quantity or a Minimum Block Size instruction. If a conditional or Firm-Up Order includes a Minimum Quantity instruction but does not also include a Minimum Fill Size instruction, the LeveL ATS will treat the Minimum Quantity instruction as a Minimum Block Size instruction. The VWAP Order Types cannot include Minimum Quantity or Minimum Block Size instructions although they do, as further discussed below, include Minimum Anchor Quantity instructions. Leaves Quantity; Minimum Quantity Orders: Subscribers may instruct whether a Minimum Quantity order, following its initial execution, should be cancelled back to the subscriber or remain eligible for additional executions. Additionally, subscribers may include an instruction such that, where the leaves quantity of a Minimum Quantity order falls below its Minimum Quantity instruction, the LeveL ATS either (x) cancels back the order or (y) removes the Minimum Quantity instruction for the order (that is, disregards the Minimum Quantity instruction and allows the order to execute in any permitted lot size). In scenario (y) above, any specified Minimum Fill Size, as described above, will similarly be disregarded. Leaves Quantity; Minimum Block Size Orders: Subscribers may instruct whether a Minimum Block Size order, following its initial execution, should be cancelled back to the subscriber or remain eligible for additional executions. Additionally, subscribers may include an instruction such that, where the leaves quantity of a Minimum Block Size order falls below its Minimum Block Size, the LeveL ATS either (x) cancels back the order or (y) reduces the Minimum Block Size instruction to the size of the leaves quantity (for instance, if a 20,000 share order with a Minimum Block Size of 10,000 shares is party to an execution for 15,000 shares, the 5,000 share leaves quantity would remain eligible for execution and, effectively, be treated as having a 5,000 share Minimum Block Size instruction). Subscribers that are parties to unilateral (self-matching), bilateral, or multilateral trading arrangements, as described in Part III Item 14, are able to specify a "ceiling" or maximum quantity of a contra side order that it wishes to potentially match against (the "Maximum Contra Side Order Quantity"). For example, if a subscriber enters an order to buy 10,000 shares of the security WXYZ designated for a unilateral, bilateral, or multilateral trading arrangement, that subscriber can, if they choose, specify that any orders that it can potentially match against be for a specified maximum amount, such as 1,000 shares. In this example, none of the orders that could potentially match against that entering subscriber's order could be for more than 1,000 shares, the specified Maximum Contra Side Order Quantity. In this case, if the original quantity of a contra side order was 2,000 shares but whose leaves quantity was reduced to below 1,000 shares due to partial fills, that contra side order would still not be eligible to match against the subscriber order with the specified 1,000 share Maximum Contra Side Order Quantity because the original quantity of the contra side order was for 2,000 shares. ORDER ROUTING: The LeveL ATS does not route any order flow. See ATS-N Part III ITM.7a for the remainder of this response. Y The LeveL ATS accepts orders in all lot sizes (round lots, odd lots, and mixed lots) as a default setting. Subscribers may instruct the ATS to not accept odd lot orders or mixed lot orders. The Buyside Subscriber trading arrangement, which is described in Part III Item 14, has a default minimum order size of 5,000 shares, which can be increased or decreased upon client request to LeveL Markets. VWAP Sliced Orders must permit both odd and mixed lot executions in the event their order quantity is fewer than 500 shares (for illiquid securities) and 700 shares (for liquid securities). Where a VWAP Sliced Order includes instructions permitting both odd and mixed lot executions, the minimum order quantity is 5 shares (for illiquid securities) or 7 shares (for liquid securities). By default, the LeveL ATS will reject any order for more than 1,000,000 shares. Subscribers may instruct the LeveL ATS to accept orders for more than 1,000,000 shares. Y By default, the LeveL ATS accepts and will execute odd lot orders. Subscribers may instruct the ATS to not accept odd lot orders. Odd lot orders are treated the same as round lot orders. Y By default, the LeveL ATS accepts and will execute mixed lot orders (e.g., orders for 150 shares). A subscriber may instruct the LeveL ATS to not execute in mixed lots. There is no difference in the ATS's treatment of mixed lot orders relative to round lot orders. Y Conditional and Firm-Up Orders: The LeveL ATS accepts "conditional orders." A conditional order is an instruction to the ATS that the subscriber wants to interact with the order book on a conditional basis. A conditional order never executes; instead, when a conditional order would have otherwise matched with another order, the conditional order is cancelled by the LeveL ATS and an Invite is sent to the originating subscriber, inviting the subscriber to send a Firm-Up Order in response. As further discussed below, conditional orders, by default, may only interact at the midpoint of the prevailing NBBO. However, upon subscriber request to LeveL Markets, however made, LeveL Markets will remove the default logic and allow conditional orders that utilize Session Permissioning instructions to interact at any price at or inside the prevailing NBBO (such conditional orders designated as eligible to interact at any price at or inside the prevailing NBBO, "Session Conditional Orders," all other conditional orders, "Non-Session Conditional Orders"). For clarity, as used herein the term "conditional order" includes both Session and Non-Session Conditional Orders unless otherwise specified. Conditional orders may include market, limit or pegged pricing instructions. Subject to the restrictions discussed in this paragraph, conditional orders may be pegged to the NBB, the NBO or midpoint of the NBBO. Conditional orders pegged to the market (i.e., sell order pegged to the NBB or buy order pegged to the NBO) may include an offset price (e.g., buy 100 shares of ABC pegged to the NBO minus $0.02). Conditional orders pegged to the midpoint of the NBBO may not include an offset price. Session Conditional Orders may be pegged to the primary (i.e., sell order pegged to the NBO or buy order pegged to the NBB) and may include an offset price. Non-Session Conditional Orders may not be pegged to the primary; the LeveL ATS will reject any Non-Session Conditional Orders pegged to the primary. As further discussed below, conditional orders must include a Minimum Quantity or a Minimum Block Size. Subscribers may designate conditional orders as "Day" or GTT. Conditional orders may not be designated as IOC or Enhanced IOC. Conditional orders may be modified, but their conditional status cannot be modified (i.e., a conditional order cannot be modified to be a firm order). Conditional orders may include instructions to not interact with firm orders other than Firm-Up Orders. Any Firm-Up Order "resulting from" such a "conditional-only" conditional order must also include conditional-only instructions. Firm orders, other than Firm-Up Orders resulting from a "conditional-only" conditional order, may not include a conditional-only order attribute. Conditional orders may include ALO instructions, in which case the party submitting the conditional order will only receive an Invite where the conditional order would have been deemed to add liquidity at the time of the match (that is, assuming both the Non-Session Conditional Order and contraside interest were firm orders). Subscribers may designate their conditional orders as ineligible to interact with other orders if the NBBO spread, as calculated by the LeveL ATS, is greater than $0.01 (or greater than $0.0001 where an execution would occur at a price that is less than $1.00). Conditional Order Interaction: In the event eligible contra-party interest exists, whether such contra-party interest is a firm or conditional order, the LeveL ATS will notify the submitter of a conditional order via FIX (such notification, the "Invite") and request that the subscriber "firm-up" by submitting a firm order in response to the Invite (such firm orders, "Firm-Up Orders"). For purposes of determining whether to generate an Invite, only contraside interest that would have permitted an execution at the time of the match (had both the conditional orders and contraside interest been firm orders), including satisfying the conditional order's minimum block size requirement, are considered "eligible." A single eligible contraside order may generate multiple Invites. For example, where two conditional orders are resting on the LeveL ATS and a single eligible contraside order is submitted, both conditional orders will receive Invites. The LeveL ATS will immediately cancel a conditional order once that conditional order has generated an Invite. The LeveL ATS will not generate Invites until the ATS has attempted to effect an Opening Cross for the relevant security (further discussed at Part III Item 10). The Invite notes that the conditional order was cancelled (i.e., that a preliminary match occurred) and identifies the number of shares that would have been filled had both orders been firm orders. The Invite recipient will then have a limited time period (the "Firm-Up Period") in which to submit a Firm-Up Order. By default, the Firm-Up Period is two (2) seconds; for Extended Firm-Up Time Orders (as described in this Item and in Part III Item 7a), the Firm-Up Period is twenty (20) seconds (the "Extended Firm-Up Period"). The Extended Firm-Up Period is only available to Extended Firm-Up Time Orders and not to any other type of order. LeveL Markets anticipates that the majority of subscribers will use automated processes to respond to Invites, although "manual" entry (via FIX) of a Firm-Up Order in response to an Invite is permitted. Firm-Up Orders submitted after the Firm-Up Period will be rejected. Firm-Up Orders are firm orders submitted in response to an Invite. A Firm-Up Order must contain the same symbol, side, and MPID as the conditional order related to the Invite or it will be rejected by the LeveL ATS. As further discussed herein, Firm-Up Orders resulting from Session Conditional Orders (such Firm-Up Orders, "Session Firm-Up Orders") and Firm-Up Orders resulting from Non-Session Conditional Orders (such Firm-Up Orders, "Non-Session Firm-Up Orders") differ in manner of operation. A Firm-Up Order's status as a Session Firm-Up Order or Non-Session Firm-Up Order is determined exclusively on the Session or Non-Session status of the underlying conditional order, and, accordingly, the election of whether a Firm-Up Order operates as a Session or Non-Session Firm-Up Order is effectively made at the conditional order stage. For clarity, the term "Firm-Up Order," as used herein, includes both Session and Non-Session Firm-Up Orders unless otherwise specified. Subscribers may designate Firm-Up Orders as Day or GTT and must include a time-in-force of at least one (1) second if designated as GTT. Firm-Up Orders may not be designated as IOC or Enhanced IOC. As further discussed below, Non-Session Firm-Up Orders are only eligible to execute at the midpoint of the NBBO, while Session Firm-Up Orders are eligible to execute at any price at or inside the NBBO. Firm-Up Orders may include market, limit, or pegged pricing instructions. Subject to the restrictions discussed in this paragraph, Firm-Up Orders may be pegged to the NBB, NBO, or midpoint of the NBBO. Firm-Up Orders pegged to the market (i.e., sell order pegged to the NBB or buy order pegged to the NBO) may include an offset price (e.g., buy 100 shares of ABC pegged to the NBO minus $0.02). Firm-Up Orders pegged to the midpoint of the NBBO may not include an offset price. Session Firm-Up Orders may be pegged to the primary and may include an offset price. Non-Session Firm-Up Orders may be not pegged to the primary; the LeveL ATS will reject any Non-Session Firm-Up Orders pegged to the primary. Non-Session Firm-Up Orders must either (a) have a pricing instruction that is at or better than the pricing instruction of the originating conditional order (e.g., a subscriber that submitted a market conditional order may submit a marketable limit Firm-Up Order) or (b) be priced at-or-better than the midpoint of the NBBO at the time of submission (e.g., a subscriber that submitted a market conditional order may submit a Firm-Up Order pegged to the midpoint of the NBBO). Session Firm-Up Orders must either (a) have a pricing instruction that is at or better than the pricing instruction of the originating conditional order (e.g., a subscriber that submitted a market conditional order may submit a marketable limit Firm-Up Conditional Order) or (b) have effective limit prices that, at the time of submission, are at least equal to the NBB (for buy orders) or NBO (for sell orders). Firm-Up Orders resulting from conditional orders with ALO instructions must themselves include ALO instructions; where such a Firm-Up Order does not include ALO instructions, the ATS will reject the order (as noted above, Firm-Up Orders must include a time-in-force of at least one (1) second and may interact with orders other than the contraside order from the initial match). The ATS will reject Firm-Up Orders with ALO instructions where the related conditional order did not include ALO instructions. Subscribers may designate their Firm-Up Orders as ineligible to interact with other orders if the NBBO spread, as calculated by the ATS, is greater than $0.01 (or greater than $0.0001 where an execution would occur at a price that is less than $1.00). Subscribers cannot designate their Firm-Up Orders as ineligible to interact with conditional orders, but may designate Firm-Up Orders as only eligible to interact with conditional and Firm-Up Orders. Firm-Up Orders are treated like "standard" firm orders for matching and priority purposes. However, as noted above, Non-Session Firm-Up Orders are only eligible to execute at the midpoint of the NBBO. Accordingly, Non-Session Firm-Up Orders with effective limit prices below the prevailing midpoint of the NBBO are ineligible for execution, although they will, in accordance with their terms, remain in the LeveL ATS and may subsequently become eligible for execution. Where a Non-Session Firm-Up Order matches with a "standard" firm order, the execution will occur at the midpoint of the NBBO, without regard as to which order was deemed to add or remove liquidity. Session Firm-Up Orders are treated like "standard" firm orders when determining both eligible execution prices and the resulting execution price. The LeveL ATS does not prevent subscribers from submitting firm orders that are not Firm-Up Orders following receipt of an Invite, although the LeveL ATS treats the subscriber as failing to have "firmed-up" in response to the Invite. Firm-Up Orders may not be modified. Please see ATS-N Part III ITM.9a for the remainder of this response. Y Firm Orders: The LeveL ATS attempts to effect an "Opening Cross" of all firm orders on a security-by-security basis. For each security, after the LeveL ATS has received a trade report marked "last sale eligible" (the "Opening Trade Report"), the LeveL ATS will attempt to cross all eligible open firm orders at the price noted in the Opening Trade Report. If the LeveL ATS attempts to effect an Opening Cross at a price outside the NBBO, the Opening Cross will not occur. For purposes of the Opening Cross, firm orders are matched on strict time priority (e.g., to the extent both orders have eligible limit prices, a buy order with a higher limit price will not have priority over a buy order received earlier with a lower limit price and orders are not crossed on a pro rata basis). IOC and Enhanced IOC firm orders are not eligible to participate in the Opening Cross. After the security's Opening Cross (or any attempted Opening Cross), any unmatched firm orders (including the unmatched portion of any order) will, subject to their terms, remain eligible for execution and will match in accordance with the LeveL ATS's standard matching logic. The LeveL ATS accepts conditional orders prior to any Opening Cross, but conditional orders are not eligible to participate in an Opening Cross. Firm-Up Orders, by their terms, will not participate in an Opening Cross. The LeveL ATS does not effect a "reopening cross" of firm orders following a suspension in trading. Rather, all open interest will be eligible for matching and execution in accordance with the ATS's standard matching logic. Full Day VWAP Orders: The LeveL ATS separately attempts to cross all open Full Day VWAP Orders at 9:28 a.m. ET (the "Full Day VWAP Cross"). A single Full Day VWAP Order may match with multiple contraside Full Day VWAP Orders. Where multiple eligible contra-party Full Day VWAP Orders exist, priority is determined based on the following factors in the following order: (i) size and (ii) time of order receipt. Full Day VWAP Orders that match and anchor during the Full Day VWAP Cross receive an execution price equal to the security's VWAP for the trading day. The LeveL ATS cancels any fully unanchored Full Day VWAP Order following the Full Day VWAP Cross. The priority or matching logic processes described in Item 10a are not impacted by any Contra Priority list that may be implemented by LeveL Markets at the request of a subscriber, as described more fully in Item 14 below. Y As noted in subpart (a) above, the LeveL ATS attempts to effect an Opening Cross on a security-by-security basis at the start of each trading day. After the security's Opening Cross (or any attempted Opening Cross), any unmatched orders (including the unmatched portion of any order) will, subject to their terms, remain eligible for execution and will match in accordance with the LeveL ATS's standard matching logic. The LeveL ATS accepts conditional orders prior to any Opening Cross, but conditional orders are not eligible to participate in an Opening Cross. Firm-Up Orders, by their terms, will not participate in an Opening Cross. As separately noted in subpart (a) above, the ATS effects a Full Day VWAP Cross each trading day at 9:28 a.m. ET. Orders that match in the Full Day VWAP Cross are "anchored" for the remainder of the trading day and receive an execution price equal to the security's VWAP for the trading day. "Anchored" orders are ineligible to match with other orders in the LeveL ATS. The ATS cancels any fully unanchored Full Day VWAP Order following the Full Day VWAP Cross. Subscribers may submit VWAP Block Orders starting at 7:30 a.m. ET. Conditional VWAP Block Orders are eligible to generate and receive VWAP Block Invites following the Opening Trade Report for the relevant security (as defined in subpart (a) above). There is no "opening cross" for VWAP Block Orders. By their terms, VWAP Block Firm-Up Orders may not be submitted prior to the Opening Trade Report. Subscribers may submit VWAP Sliced Orders starting at 7:30 a.m. ET. Conditional VWAP Sliced Orders are eligible to generate and receive VWAP Sliced Invites following the Opening Trade Report for the relevant security (as defined in subpart (a) above). There is no "opening cross" for VWAP Sliced Orders. By their terms, VWAP Sliced Firm-Up Orders may not be submitted prior to the Opening Trade Report. The LeveL ATS does not effect a "reopening cross" following a suspension in trading. Rather, all open interest will be eligible for matching and execution in accordance with the LeveL ATS's standard matching logic. Y N The LeveL ATS receives subscribers' orders centrally for future processing and execution by operating a limit order matching book that allows subscribers to submit buy and sell orders and to obtain execution against matching orders submitted in the system. Generally, the LeveL ATS accepts orders for all NMS stocks, although the LeveL ATS may reject orders in individual symbols to prevent exceeding certain regulatory thresholds (e.g., the Fair Access and Reg SCI thresholds). The LeveL ATS accepts firm orders, including Firm-Up Orders, conditional orders, including Extended Firm-Up Time Orders, Full Day VWAP Orders, VWAP Block Orders and VWAP Sliced Orders. Conditional and firm orders may, subject to the restrictions and relevant order instructions, interact with one another. Generally, firm orders represent "firm" trading interest that is eligible to interact immediately at prices at or inside the prevailing NBBO. Conditional orders represent "conditional" trading interest that will receive invitations to "firm up" where eligible contraside interest exists. Firm orders, other than Firm-Up Orders sent in response to an invitation to firm up, may be designated as ineligible to interact with conditional orders and where so designated will not invite conditional orders to "firm up." Firm orders and conditional orders may only interact at prices at or inside the prevailing NBBO. The LeveL ATS offers three VWAP Order Types: (i) Full Day VWAP Orders, (ii) VWAP Block Orders, and (iii) VWAP Sliced Orders. Execution prices for all VWAP Order Types are determined by the ATS based upon executed trades reported via the SIP during the relevant time period. Trading interest submitted as a particular VWAP Order Type is only eligible to interact with other orders of that same VWAP Order Type. The Full Day VWAP Order type allows subscribers to submit trading interest prior to regular trading hours that, if matched, will execute at the security's VWAP for that trading day. The VWAP Block Order type allows subscribers to submit trading interest that, if anchored with a contraside order as described more fully in Part III Items 7a and 9a, will receive a single execution priced at the VWAP for a designated time period. The VWAP Sliced Order type allows subscribers to submit trading interest that, if anchored with a contraside order, will receive multiple executions over a designated period, with each execution priced at the VWAP of the relevant portion or "slice" of the designated period. For all VWAP Order Types, the LeveL ATS permits executions at prices outside the prevailing NBBO (subject to certain restrictions noted herein). While a subscriber's order interest is generally not displayed to other subscribers, firm-up invitations identify certain terms of the contraside order interest (e.g., the symbol and side of a contraside order, among other information). The LeveL ATS allows subscribers to designate orders, including firm orders, conditional orders, and VWAP Order Types, as only eligible to interact with, or as ineligible to interact with, orders of designated subscribers, as well as designated subscribers in a specified priority order. Additionally, subscribers may elect to only interact with, or not interact with, certain groups of subscribers, including groups whose constituents are identified by LeveL Markets in its reasonable discretion (see Part III Item 13 and 14 for additional information). Subscribers may utilize the LeveL ATS's counterparty permissioning functionality such that the subscriber's orders, including firm orders, conditional orders, and VWAP Order Types, are solely eligible to interact with other orders submitted by the subscriber. LeveL Markets anticipates that subscribers that are unable to trade report transactions will, or do, utilize this functionality as a means of crossing orders (either as principal or dual agent) and trade reporting or "printing" the resulting transactions. Y Firm and Conditional Orders (except VWAP order types): The LeveL ATS, outside of the Opening Cross and barring additional execution instructions, matches firm orders based on the following factors in the following order: (i) price and (ii) time. All orders that are marketable against the NBBO (i.e., buy orders priced at or above the NBO and sell orders priced at or below the NBB) are treated as being on price parity, regardless of the order's actual limit price (e.g., all buy orders with limit prices at or above the NBO are treated as being on price parity). For orders pegged to the midpoint of the NBBO, where (x) the prevailing midpoint is above $1.00, the LeveL ATS will round any implicit subpenny limit price down (for buy orders) or up (for sell orders) to the nearest multiple of $0.01 and (y) the prevailing midpoint is less than $1.00, the ATS, where applicable, will round any implicit limit price down (for buy orders) or up (for sell orders) to the nearest multiple of $0.0001. Pegged orders are ranked based on their pegged price and not on any ultimate limit price associated with the order. For purposes of establishing time priority the LeveL ATS treats pegged orders as received at the time of original order receipt, rather than as received at each subsequent price change. Where a subscriber modifies a firm order, other than to reduce the order's size, the LeveL ATS treats the order as received at the time of modification. Notwithstanding the foregoing, Firm-Up Orders may not be modified. The LeveL ATS, for the avoidance of doubt, treats a Firm-Up Order's time of receipt as the time the LeveL ATS receives the Firm-Up Order (and not the time the LeveL ATS received the related conditional order). As between two orders to a match, the order treated by the LeveL ATS as having been received first is deemed to "add" liquidity, while the other order is deemed to "remove" liquidity. Notwithstanding the foregoing, conditional orders are not subject to the priority logic described above. Rather, where contraside trading interest exists, all eligible conditional orders will receive Invites (i.e., the conditional order received first will not have priority in receiving an Invite). Where two firm orders (with the exception of Firm VWAP Orders, as defined and described below) are eligible to be matched at multiple price levels, they will execute at the midpoint of the eligible execution prices. For example, where the NBBO is $20.00 x $20.05, and the LeveL ATS receives a limit order to buy at $20.10 and a limit order to sell at $20.02, the limit buy order will be repriced to the NBO (here $20.05) in calculating the midpoint of the orders' eligible execution prices, and the orders will be executed at $20.035 (i.e., the midpoint of eligible execution prices, and not the midpoint of the NBBO). Notwithstanding the foregoing, a Firm-Up Order is only eligible to execute at the midpoint of the NBBO and, for the avoidance of doubt, executions between firm orders and Firm-Up Orders will only occur at the midpoint of the NBBO. The LeveL ATS will not execute any order outside the NBBO, including in the Opening Crosses. The LeveL ATS disregards any "intermarket-sweep order" designation included with an order. The LeveL ATS does not execute orders when the NBBO is crossed. By default, all orders submitted by a subscriber are eligible to execute when the NBBO is locked. However, subscribers may (i) designate, on an order-by-order basis, whether an order is eligible to execute when the NBBO is locked or (ii) designate all orders submitted via a FIX session as ineligible to execute when the NBBO is locked. The LeveL ATS will apply the priorities detailed above with respect to eligible orders and prices only. To the extent an order entered into the LeveL ATS may not, by law, rule, regulation or the terms of the order, (i) be crossed with another order, (ii) be crossed at a particular price or (iii) be crossed with a particular subscriber or desk, then such orders will be ineligible for matching or, where applicable, the price adjusted to a permissible price. The LeveL ATS will not execute short sale orders at the NBB when a circuit breaker is in effect, although short sales may otherwise be executed at permissible prices. Orders submitted at prices that are impermissible by law or rule (e.g., Rule 612 of Regulation NMS) will be rejected. As noted above and as further discussed in Item 14 below, if a subscriber has an effective Contra Priority list implemented by LeveL Markets at the subscriber's request to execute against certain contra parties in a particular order, that priority list will take precedence over the matching logic described in this section. Full Day VWAP Orders: The LeveL ATS attempts to cross all open Full Day VWAP Orders at 9:28 a.m. ET (the "Full Day VWAP Cross"). A single Full Day VWAP Order may match with multiple contraside Full Day VWAP Orders. Where multiple eligible contra-party Full Day VWAP Orders exist, priority is determined based on the following factors in the following order: (i) size and (ii) time of order receipt. Full Day VWAP Orders are ineligible to match outside the Full Day VWAP Cross. For clarity, Full Day VWAP Orders may only interact with other Full Day VWAP Orders. Full Day VWAP Orders can only be firm orders; there are no conditional Full Day VWAP Orders. Orders that match in the Full Day VWAP Cross are "anchored" for the remainder of the trading day. "Anchored" orders are ineligible to match with other orders in the LeveL ATS. The LeveL ATS cancels any fully unanchored Full Day VWAP Order following the Full Day VWAP Cross. As noted above, and unless cancelled by LeveL Markets, anchored Full Day VWAP Orders receive an execution price equal to that day's VWAP for the security. Except where cancelled by LeveL Markets, the anchored portion of any Full Day VWAP Order will execute in full (that is, even when the VWAP calculation is terminated "early" due to a Market Wide Circuit Breaker). A Full Day VWAP Order that is cancelled by LeveL Markets will not receive an execution. VWAP Block Orders: Subscribers may submit VWAP Block Orders starting at 7:30 a.m. ET. Firm VWAP Block Orders are eligible to match with other firm VWAP Block Orders or with conditional VWAP Block Orders, and conditional VWAP Block Orders are eligible to generate and receive VWAP Block Invites (as defined herein) following the LeveL ATS's receipt of the Opening Trade Report for the relevant security (as defined in Part III Item 10). In the event of a conditional match between eligible contra-party conditional VWAP Block Orders or between an eligible firm VWAP Block Order and a conditional VWAP Block Order, the relevant conditional VWAP Block Orders will be cancelled by the LeveL ATS and an invitation will be sent to each originating conditional subscriber, inviting each such subscriber to send a firm-up order in response thereto (such invitations, "VWAP Block Invites," such firm orders sent in response thereto, "VWAP Block Firm-Up Orders"). The LeveL ATS will not allow VWAP Block Orders marked "short" to invite if a Regulation SHO circuit breaker is in effect. For purposes of determining whether to generate a VWAP Block Invite, contraside conditional VWAP Block Orders that would be eligible to execute at the midpoint of the prevailing NBBO, and that are otherwise eligible to interact based on the orders' attributes, are considered "eligible." A VWAP Block Order will only cause a single contra conditional VWAP Block Order to generate a VWAP Block Invite. Where multiple eligible contra-party VWAP Block Orders exist, priority is determined based on the following factors in the following order: (i) order price; (ii) order size; (iii) maximum anchor time; and, (iv) time of entry. In determining price priority, all VWAP Block orders that are marketable against the NBBO (i.e., buy orders priced at or above the NBO and sell orders priced at or below the NBB) are treated as being on price parity with other marketable VWAP Block orders, regardless of the order's actual limit price (e.g., all buy orders with limit prices at or above the NBO are treated as being on price parity). The LeveL ATS will immediately cancel a conditional VWAP Block Order once that conditional VWAP Block Order has generated a VWAP Block Invite. VWAP Block Firm-Up Orders must include market or limit pricing instructions. A VWAP Block Firm-Up Order may include any limit price, although a VWAP Block Firm-Up Order will only anchor if its pricing instruction would allow for an execution at the midpoint of the NBBO at the time of the match. For instance, where the NBBO is $20.00 x $20.10, a buy order with a limit price of $20.10 will only be eligible to anchor with a sell order with a limit price of $20.05 or lower (including, for clarity, any sell order with a "market" pricing instruction). VWAP Block Firm-Up Orders must contain the same symbol, side, MPID, time-in-force, and Minimum Anchor Quantity as the conditional VWAP Block Order related to the VWAP Block Invite or the LeveL ATS will reject the order. The VWAP Block Firm-Up Order must also include the Bespoke Anchor Time contained in the VWAP Block Invite. The VWAP Block Firm-Up Order quantity must equal or exceed the Minimum Anchor Quantity of the originating conditional VWAP Block Order. Where both subscribers to a preliminary match between conditional VWAP Block Orders submit VWAP Block Firm-Up Orders within the Firm-Up Window (that are not otherwise cancelled prior to matching), and such orders are otherwise eligible to match, the VWAP Block Firm-Up Orders will anchor. For clarity, VWAP Block Firm-Up Orders anchor once both subscribers to a preliminary match have submitted VWAP Block Firm-Up Orders and the ATS has determined the VWAP Block Firm-Up Orders are eligible to interact with one another, commencing the VWAP calculation period. As noted above, subscribers may cancel VWAP Block Firm-Up Orders at any time after submission, including post-anchoring. Anchored firm VWAP Block Orders and VWAP Block Firm-Up Orders will receive the VWAP of the "VWAP Block Time;" provided, however, where the VWAP Block Time is less than twenty (20) seconds no execution will be provided and the anchored orders will be cancelled in full. The VWAP Block Time begins once the firm VWAP Block Orders or VWAP Block Firm-Up Orders are anchored and terminates at the earliest of: (i) the end of the Bespoke Anchor Time; (ii) when the VWAP, as calculated from the start of the VWAP Block Time, equals or exceeds the limit price of an anchored firm VWAP Block Order or VWAP Block Firm-Up Order; (iii) at the time the relevant security becomes subject to a regulatory halt or Market Wide Circuit Breaker (whether such Market Wide Circuit Breaker is a Level 1, 2, or 3); (iv) subscriber or LeveL Markets cancellation of an anchored firm VWAP Block Order or VWAP Block Firm-Up Order; and (v) where the anchored sell order is marked "short," when a Regulation SHO circuit breaker comes into effect post-anchor. Where any of the clauses (i) through (v) applies, the resulting execution price will be the VWAP for the relevant VWAP Block Time (which, for clarity, is deemed to terminate upon any of the events in clauses (i) through (v) occurring. Where there is no print during the VWAP Block Time, and the VWAP Block Time was completed in full as in clause (i) herein, the execution price is the midpoint of the NBBO at the end of the VWAP Block Time; provided, however, that if the midpoint of the NBBO at the end of the VWAP Block Time would violate an order's limit price or the NBBO cannot be determined, then both orders will be cancelled without a fill. Similarly, if the VWAP Block Time ends prematurely due to a subscriber or LeveL Markets cancellation, a regulatory halt, or a Market Wide Circuit Breaker, as in clauses (iii) or (iv), or where a Regulation SHO circuit breaker comes into effect post-anchor and the anchored sell order is marked "short" as in clause (v), and there are no prints during the truncated VWAP Block Time, there will be no execution of the relevant VWAP Block Orders. If the first print during a VWAP Block Time is outside one order's limit price, the anchored firm VWAP Block Orders or VWAP Block Firm-Up Orders are cancelled back with no execution (even where the orders had been anchored for longer than twenty (20) seconds). As noted above, the ATS permits VWAP Block Orders to execute outside the prevailing NBBO. Where an execution occurs prior to the end of the Bespoke Anchor Time, the orders will receive a pro rata execution in proportion to the elapsed Bespoke Anchor Time. By default, such pro rata execution will be rounded up to the nearest round lot; provided, however, that where both orders permit mixed or odd lot executions, the execution may be for a mixed or odd lot quantity, as applicable. Following the execution, the unexecuted portion of an anchored Firm VWAP Block Order (if any) is cancelled. For example, if two VWAP Block Orders anchored for 10,000 shares with a ten (10) minute Bespoke Anchor Time and the VWAP Block Time was six (6) minutes, the VWAP would be calculated for the VWAP Block Time (here, the six (6) minutes post-anchor). Here the execution would occur for 60% of the anchored quantity (6,000 shares) and the remaining quantity (4,000 shares) would be cancelled back. VWAP Sliced Orders: As discussed further below, the VWAP Sliced order type operates in a manner that is largely similar to the VWAP Block order type discussed above. However, while VWAP Block orders execute in a single transaction at the end of the designated VWAP Block Period, VWAP Sliced orders execute in multiple "slices" over the designated VWAP period. Subscribers may submit VWAP Sliced Orders starting at 7:30 a.m. ET. Firm VWAP Sliced Orders are eligible to match with other firm VWAP Sliced Orders or with conditional VWAP Sliced orders, and conditional VWAP Sliced Orders are eligible to generate and receive VWAP Sliced Invites following the ATS's receipt of the Opening Trade Report for the relevant security (as defined at Part III Item 10). Invitation - In the event of a conditional match between eligible contra-party conditional VWAP Sliced Orders or an eligible firm VWAP Sliced Order and an eligible contra-party conditional VWAP Sliced Order, the relevant conditional VWAP Sliced Orders will be cancelled by the LeveL ATS and an invitation will be sent to each originating conditional subscriber, inviting each such subscriber to send a firm-up order in response thereto (such invitations, "VWAP Sliced Invites," such firm orders sent in response thereto, "VWAP Sliced Firm-Up Orders"). The LeveL ATS will not allow VWAP Sliced Orders marked "short" to invite if a Regulation SHO circuit breaker is in effect. For purposes of determining whether to generate a VWAP Sliced Invite, contraside conditional VWAP Sliced Orders that would be eligible to execute at the midpoint of the prevailing NBBO, and that are otherwise eligible to interact based on the orders' attributes, are considered "eligible." A firm VWAP Sliced Order or conditional VWAP Sliced Order will only cause a single contra conditional VWAP Sliced order to generate a VWAP Sliced Invite. Where multiple eligible contra-party conditional VWAP Sliced Orders exist, priority is determined based on the following factors in the following order: (i) order price; (ii) order size; (iii) maximum anchor time; and, (iv) time of entry. In determining price priority, all VWAP Sliced orders that are marketable against the NBBO (i.e., buy orders priced at or above the NBO and sell orders priced at or below the NBB) are treated as being at price parity with other marketable VWAP Sliced orders, regardless of the order's actual limit price (e.g., all buy orders with limit prices at or above the NBO are treated as being on price parity). The LeveL ATS will immediately cancel a conditional VWAP Sliced Order once that conditional VWAP Sliced Order has generated a VWAP Sliced Invite. VWAP Sliced Firm-Up Orders must include market or limit pricing instructions. A VWAP Sliced Firm-Up Order may include any limit price, although a VWAP Sliced Firm-Up Order will only anchor if its pricing instruction would allow for an execution at the midpoint of the NBBO at the time of the match. VWAP Sliced Firm-Up Orders must contain the same symbol, side, MPID, time-in-force, and Minimum Anchor Quantity as the conditional VWAP Sliced Order related to the VWAP Sliced Invite or the LeveL ATS will reject the order. The VWAP Sliced Firm-Up Order must also include the Bespoke Anchor Time contained in the VWAP Sliced Invite. The VWAP Sliced Firm-Up Order quantity must equal or exceed the Minimum Anchor Quantity of the originating conditional VWAP Sliced Order. Once anchored, firm VWAP Sliced Orders and VWAP Sliced Firm-Up Orders will execute for randomized quantities and times (each, a "slice") that, except as noted below, aggregate to the anchored order quantity and Bespoke Anchor Time. Except as noted below, anchored firm VWAP Sliced Orders and VWAP Sliced Firm-Up Orders in "liquid" names will receive a minimum of seven (7) executions (that is, they will be executed in seven (7) separate slices), while anchored firm VWAP Sliced Orders and VWAP Sliced Firm-Up Orders in "illiquid" names will receive a minimum of five (5) executions. The LeveL ATS treats as "liquid" any security that, on a rolling twenty (20) trading day basis, exceeded the average number of executions across all NMS stocks. All other securities are considered "illiquid." Each execution will be for the VWAP of the relevant slice period. For clarity, the VWAP calculation will reset following each slice period although calculations will otherwise be continuous (that is, there is no "pause" between slices). The size of each execution will be for a randomized quantity. In all instances, the ATS permits firm VWAP Sliced Orders and VWAP Sliced Firm-Up Orders to execute at prices outside the prevailing NBBO (that is, each slice may be executed at a price outside the prevailing NBBO). Except where one of the following events occurs, the total anchored time for anchored firm VWAP Sliced Orders and VWAP Sliced Firm-Up Orders will equal the orders' Bespoke Anchor Time: (i) the VWAP, as calculated during the relevant slice period, equals or exceeds the limit price of an anchored firm VWAP Sliced Order or anchored VWAP Sliced Firm-Up Order; (ii) the relevant security becomes subject to a regulatory halt or a Market Wide Circuit Breaker (whether such Market Wide Circuit Breaker is Level 1, 2, or 3); (iii) subscriber or LeveL Markets cancellation of an anchored firm VWAP Sliced Order or VWAP Sliced Firm-Up Order; or (iv) where the anchored sell order is marked "short," when a Regulation SHO circuit breaker comes into effect post-anchor. Separately, if the first print during a slice period equals or exceeds one order's limit price, the orders will immediately cancel and there will be no execution for that slice period (for clarity, prior slices (executions) will not be impacted). Where there is no print during a slice period the relevant slice will execute at the midpoint of the NBBO; provided, however, that if the midpoint of the NBBO at the end of the slice period would violate an order's limit price or the NBBO cannot be determined, then both orders will be cancelled and there will be no execution for that slice period. As with the VWAP Block Order, if the VWAP Slice period terminates prematurely due to a subscriber or LeveL Markets cancellation, a regulatory halt, or a Market Wide Circuit Breaker as in clauses (ii) or (iii) herein, or where a Regulation SHO circuit breaker comes into effect post-anchor and the anchored sell order is marked "short" as in clause (iv), and there are no prints during the relevant VWAP Slice period, there will be no execution for that slice period and the remainder of the Slice Order execution will terminate. Where any of the events noted in clauses (i) through (iv) of the immediately foregoing paragraph occurs, there will be an execution for that slice period provided at least thirty (30) seconds of the relevant slice period has elapsed and there were prints during the relevant slice period; if thirty (30) seconds have not elapsed, regardless of whether there were prints or not during the slice period, then no execution will occur. In both instances any then-unexecuted portion of the order will be cancelled. Previously executed slices will not be impacted. For all order types, where a subscriber utilizes Internalization-Only functionality (further described in Part III Item 14 below), that subscriber's order will only be eligible to interact with other orders submitted by that subscriber. As a general matter, LeveL Markets understands subscribers utilize this functionality to cross orders of the subscriber's underlying customers (or fill the underlying customer's order as principal) and leverage LeveL Markets's trade reporting capabilities. Similarly, where a subscriber utilizes a Contra Priority list as described in Item 14 below, that subscriber's order, upon order entry, will attempt to match with the specific contra parties in the requested priority order before being able to match with any other eligible order from other subscribers. For all order types, trading errors resulting in the LeveL ATS are recorded in LeveL Markets's error accounts. LeveL Markets views trading errors as transactions in the wrong security or side of the market, executions outside an order's limit price, executions based on latent market data and executions at clearly erroneous prices. LeveL Markets handles all executions at clearly erroneous prices consistent with applicable rules of the self-regulatory organizations. Potential trading errors can be raised by subscribers or identified by LeveL Markets personnel. LeveL Markets Compliance, after confirming activity represents a trading error, will attempt to place the subscriber in the position it would have been in had the error not occurred. Y N Channel-Based Segmentation LeveL Markets employs a channel-based segmentation methodology for the LeveL ATS that allows a subscriber to partition or to direct LeveL Markets to partition a subscriber's order flow into discreet channels that are based upon trading behaviors, business units within the subscriber's organization, or a combination thereof and not solely an identifier such as an MPID. This functionality and related procedures are made available to all subscribers. Subscribers can designate their flow to specific channels that are subscriber-defined. (See Item 14 below.). New subscribers that do not identify specific channels to LeveL Markets as part of on-boarding will initially have their order flow partitioned by LeveL Markets into MPID-specific channels for however many MPIDs are used by that new subscriber. Existing subscribers as of the implementation date of channel-based segmentation that have not identified specific types of their own order flow for partitioning into channels have had their order flow mapped by LeveL Markets into channel-based equivalents based upon any existing contra list instructions that the subscriber already has in place. For example, if a current subscriber has one MPID but has requested different counter party selections (see Item 14) for that MPID (i.e., instructions to match against certain counterparties for firm orders and match against certain other counterparties with its conditional orders), LeveL Markets has mapped those counter party selections or contra list instructions into distinct channels for that subscriber, even if the subscriber did not request that different channels be created. All channels, whether identified by the subscriber or by LeveL Markets, are set up in the LeveL ATS by LeveL Markets and not by subscribers. Subscribers may run a "mark-out" or other trading analysis in the LeveL ATS or request that LeveL Markets run one on the subscriber's behalf and use the results of such an analysis to identify activity that it deems to be favorable or unfavorable to that subscriber. The subscriber may request that its order flow - either a specific channel, multiple channels, or all of its order flow - not interact with particular channels that are anonymously selected in the outcome of the contra-party analyses of its trading activity. LeveL Markets will review the subscriber's executions during an agreed-upon historical time period, and on the basis of a performance metric defined by the subscriber. In addition to being the broker-dealer operator of the LeveL ATS, LeveL Markets was the broker-dealer operator of the Luminex ATS. For the purpose of assigning Buyside Subscribers to channels in the LeveL ATS, LeveL Markets assessed the order and trade activity of such Buyside Subscribers in the Luminex ATS for calendar year 2025. Buyside Subscribers that have a comparatively higher amount of order and trade activity (as compared to other Buyside Subscribers), and traders within those Buyside Subscribers who have comparatively higher amounts of activity, may be assigned separate channels by LeveL Markets for the Buyside Subscriber and/or the trader. LeveL Markets has established a "group" channel, explained more fully below, for all other Buyside Subscribers and their traders who have comparatively lesser amounts of order and trade activity. Most Buyside Subscribers, and all new Buyside Subscribers, will be assigned to one "group" channel, with no separate channels either for any of the Buyside Subscribers in that group channel or for any of the individual traders for those Buyside Subscribers in that group channel. As noted above, this group channel is for Buyside Subscribers and traders that have exhibited lesser amounts of order and trade activity and for all new Buyside Subscribers. For other Buyside Subscribers who are not in the group channel, LeveL Markets may establish multiple channels for a particular Buyside Subscriber if that Buyside Subscriber has multiple trading desks or has one or more active traders that in the discretion of LeveL Markets warrant distinct channels. LeveL Markets may establish one channel for a moderately active Buyside Subscriber but no channels for specific traders if none of the traders of that Buyside Subscriber appears to warrant a separate channel in the judgment of LeveL Markets. As noted above, all other Buyside Subscribers have been placed, and all new Buyside Subscribers will be placed, into one group channel. LeveL Markets retains the discretion to create a new channel for any Buyside Subscriber if that Buyside Subscriber's activity is meaningfully distinguishable from the activity of other Buyside Subscribers in the group channel. Similarly, if a Buyside Subscriber who has been placed in the group channel requests its own channel, LeveL Markets will generally approve that request and establish such a channel. LeveL Markets may not approve and establish a separate channel for a requesting Buyside Subscriber if, for example, that Buyside Subscriber has sent few or no orders to the LeveL ATS. Buyside Subscribers with their own channels are able to go through the "mark-out" analysis procedure described above for the purpose of identifying potential counterparty exclusions. (See Item 14 below.). If a Buyside Subscriber in the group channel requests such an analysis, LeveL Markets will first create a channel for that specific Buyside Subscriber. After the Buyside Subscriber has a statistically meaningful amount of trading activity in their new channel, LeveL Markets will be able to run the type of trading analysis that can potentially be used for counterparty exclusions. Sponsored Buyside Entities, as defined in Part II Item 1, have been assigned to channels at the discretion of LeveL Markets. Those Sponsored Buyside Entities that were the most active have been placed in their own channels while almost all Sponsored Buyside Entities have been placed into the group channel referenced above. Each Outsourced Trading Broker, as defined in Part II Item 1, has been placed into its own channel. Because Sponsored Buyside Entities are neither subscribers to the LeveL ATS nor customers of LeveL Markets, they are unable to request a "mark-out" analysis for the purpose of identifying potential counterparty exclusions. Outsourced Trading Brokers are able to do so, at their election, once they have a sufficient data set on which to perform such an analysis. LeveL Markets, the broker-dealer operator of LeveL ATS, may also in its sole discretion establish new channels or consolidate a subscriber's existing channels without notice. For example, LeveL Markets may partition an existing channel's order flow into two order channels based upon characteristics of the orders (e.g., "passive resting" versus "aggressive IOC" orders) if it deems these meaningfully different types of order flow. LeveL Markets would apply the single channel's existing exclusions, if any, that were selected by the subscriber to any new channels created by LeveL Markets. In addition, if LeveL Markets observes that several of a subscriber's identified channels appear to reflect virtually identical order flow characteristics, LeveL Markets may elect to consolidate those channels. However, if those separate subscriber channels have different sets of exclusions, LeveL Markets will not consolidate those channels even if the order flow from those channels does not appear to otherwise be meaningfully distinguishable. Any reviews by LeveL Markets of subscriber activity for this purpose will be on an ad hoc basis as deemed appropriate by LeveL Markets and not necessarily at set periodic intervals. LeveL Markets previously grouped its subscribers into one or more groups at the MPID level based upon the order characteristics or general business model of each subscriber. Such groups included agency algorithms or smart order routers, broker-dealers, exchanges or other ATSs, electronic market makers, high-touch agency broker-dealers, high-touch proprietary broker-dealers, low-touch prop, and sponsored access arrangements. While such groupings are no longer supported under the channel-based segmentation methodology, LeveL Markets has mapped these exclusion settings into comparable channels or groups of channels for subscribers who have previously requested to interact (include) or not interact (exclude) with one or more of these legacy groupings. LeveL Markets will also not add any new subscribers or channels to any legacy grouping; thus, a subscriber will be eligible to trade with any new subscriber unless and until that new subscriber has been excluded by means of a contra-party analysis (as described below) or an MPID exclusion. LeveL Markets will also not allow any new subscriber to request exclusions based upon these legacy groupings. Subscribers currently utilizing the legacy segmentation categories can update their exclusions by contacting LeveL Markets. The application of the channel-based segmentation process is the same for all subscribers; however, because the channel-based segmentation is intended to be flexible and tailored to each subscriber and their order flow, and because each subscriber is different and may have a different number of channels, different trading strategies, and different counterparty exclusions (see Item 14), the results of the segmentation process will necessarily vary by subscriber. LeveL Markets can, in its discretion, create new channels or combine existing channels. As discussed above, LeveL Markets has placed most Buyside Subscribers, and places all new Buyside Subscribers, into one "group" channel while it has established separate channels for more active Buyside Subscribers and more active traders at such Buyside Subscribers. LeveL Markets can, in its discretion, create new channels for Buyside Subscribers and traders that, in its judgment based on the relevant trading activity, warrant separate channels. Similarly, LeveL Markets can exercise its discretion and discontinue separate channels and place a Buyside Subscriber into the group channel if, in the judgment of LeveL Markets, the activity of such Buyside Subscriber no longer warrants a separate channel. For the channel-based segmentation protocol, subscribers may proactively identify to LeveL Markets the specific channels tied to the types of order flow that it is sending or will send to LeveL ATS. As discussed above, LeveL Markets will also establish other channels based upon subscriber trading behaviors, and these channels may not be disclosed to the subscriber. Y N As further discussed below, subscribers may designate their trading interest as eligible or ineligible to interact with certain orders or trading interest in the LeveL ATS. Such permissioning elections may be made at the MPID, FIX-session level, or Channel level. Subscriber Channels LeveL Markets will enable a LeveL ATS subscriber to partition or to direct LeveL Markets to partition the subscriber's order flow into one or more "channels." Channels are designed to distinguish meaningfully different types of business from a given subscriber. As discussed above, these can be based on trading behaviors, business units within the subscriber's organization, or some combination thereof. A subscriber can designate to which channel an order belongs either explicitly (by some agreed upon FIX field) or implicitly (for example, by some combination of order attributes or specific gateway sessions) via coordination with LeveL Markets. For example, a subscriber may have a proprietary trading desk with three distinct teams. Each team may have different strategies or investment objectives, and each may have different contra party instruction lists; thus, each of these teams may be identified by the subscriber to LeveL Markets as distinct channels. This channel-based segmentation is made available to all subscribers. LeveL Markets may also, at its sole discretion, designate new channels or consolidate existing channels without communication to the subscriber. (See Item 13 above.). Any changes to channels requested by a subscriber would generally be put into production the following business day. As discussed in Item 13 above, subscribers may run a "mark-out" or other trading analysis of its activity in the LeveL ATS or request that LeveL Markets run one on the subscriber's behalf and use the results of such an analysis to identify activity that it deems to be favorable or unfavorable to that subscriber. The subscriber may request that its order flow - either a specific channel, multiple channels, or all of its order flow - not interact with particular channels that are anonymously selected in the outcome of the contra party analyses of its trading activity. LeveL Markets will review the subscriber's executions during an agreed-upon historical time period, and on the basis of a performance metric defined by the subscriber, LeveL Markets will block or prevent future interactions with contra channels that are not in-line with the subscriber's performance threshold from the subscriber's interaction pool. For example, if a trading analysis of a subscriber's executions in the LeveL ATS shows that a stock tends to move in an unfavorable direction (to them) following certain executions but not others, the subscriber may request that their order flow not interact with any contra channel whose combined executions against the subscriber lead to those unfavorable outcomes. Contra-party Exclusions As discussed in Item 13 above, the channel-based segmentation for the LeveL ATS is replacing the prior segmentation protocol that involved grouping subscribers into different categories such as agency algorithms or smart order routers, broker-dealers, exchanges or other ATSs, electronic market makers, high-touch agency broker-dealers, high-touch proprietary broker-dealers, low-touch prop, and sponsored access arrangements. While these categories are no longer being supported, as described more fully in Item 13, LeveL Markets has mapped those legacy segments into channel-based equivalents and has carried over any existing subscriber exclusion elections utilizing the channel-based equivalents to the previous segments. These exclusion elections can be modified by the subscriber through a request to LeveL Markets, as described below. Subscribers can provide LeveL Markets with a list of market-participant IDs (MPIDs) which it wishes to be excluded from their interactions. As described above, subscribers can also request that LeveL Markets carry out an anonymous contra-party exclusion analysis on their behalf, in which contra-parties are deselected (exclusions) at the channel level, on the basis of a performance metric defined by the subscriber. These analyses are based solely on the subscriber's own performance metric applied to the subscriber's past interactions (executions) with the contra-party channels over some designated time period and with some designated performance threshold. LeveL Markets provides this analysis to all of its subscribers who request it, so long as such requests are reasonable in the Firm's judgment and in its sole discretion. For example, if the subscriber requests the identity or nature of specific counterparties to its executions in the LeveL ATS, if the requests require data that the Firm does not possess, or if the requests are so frequent that the Firm doesn't have the resources to reasonably address them all, those requests will be rejected. A subscriber can have a different set of inclusions or exclusions for each of their own channels. Any contra-party channels that are excluded are done so on an anonymous basis. Note that a subscriber's contra-party exclusions apply asymmetrically - only when the subscriber is providing liquidity in the prospective execution. For the LeveL ATS, an order "provides liquidity" when that order arrives before other orders and rests on the LeveL ATS as a potential counterparty to subsequent orders in that same security. A request for contra-party exclusions to be implemented regardless of liquidity flag (providing or removing) can be made in writing to LeveL Markets and will be evaluated on a case-by-case basis. In circumstances where LeveL Markets has determined to divide a subscriber's order flow into multiple channels based upon its own determination that the subscriber's order flow contained meaningfully distinguishable types of flow, any contra party exclusion requests from the subscriber that had been in place for the single channel will be applied to each new channel created by LeveL Markets unless and until the subscriber requests different exclusions. In addition, if a subscriber had multiple established channels that, in the judgment of LeveL Markets, did not represent meaningfully distinguishable types of flow, but those channels had different contra party exclusions, LeveL Markets would not combine those similar channels into one channel. Subscriber Trading Arrangements A subscriber can engage in unilateral, bilateral, or multilateral trading arrangements with one or more contra parties. These arrangements require the explicit consent from all involved parties and can be configured at the channel level or at the subscriber or MPID level. Provided that LeveL Markets receives the express permission of all subscribers intended to be parties to that arrangement, LeveL Markets will generally approve all such requests. Note that a subscriber channel can have its orders participate in a trading arrangement only, participate in the trading arrangement first and then if not match interact with the general pool of subscribers to the ATS, or simultaneously be eligible to interact outside the arrangement as requested by the subscriber. Such arrangements can be requested via a communication (oral or written, including electronic) to LeveL Markets. There is no default arrangement priority implemented by LeveL Markets. Subscribers may also have multiple trading arrangements and may interact within and among those arrangements and with the broader LeveL pool in whatever order preferred by that subscriber. Orders sent simultaneously to multiple trading arrangements or one or more trading arrangements and the broader LeveL pool will match according to the priority specified by the subscriber, if any, and otherwise by the priority rules of the LeveL ATS as specified herein. There are no different order types or other differences relating to the operation of a trading arrangement from the order types or rules relating to the operation of the LeveL ATS as disclosed in this ATS-N. LeveL Markets will not create or modify subscriber trading arrangements unless directed by the relevant subscriber. On behalf of Buyside Subscribers, LeveL Markets sponsors a trading arrangement through which Buyside Subscribers can trade between themselves and not with the broader LeveL pool. Such Buyside Subscribers can also, if they elect, have LeveL Markets represent their orders within that Buyside Subscriber-specific trading arrangement and in the LeveL pool simultaneously or after seeking a potential match within that trading arrangement first, at the Buyside Subscriber's election. The default setup is for Buyside Subscriber orders to seek a potential match within the Buyside Subscriber trading arrangement first and then seek a potential match in the broader LeveL pool. This default can be changed upon client request to LeveL Markets. The default minimum order size for the Buyside Subscriber trading arrangement is 5,000 shares, which can be increased or decreased upon client request to LeveL Markets. Sponsored Buyside Entities and Outsourced Trading Brokers, as defined in Part II Item 1, are also able to interact with the Buyside Subscriber trading arrangement. Orders sent by Sponsored Buyside Entities to the Buyside Subscriber trading arrangement are only eligible to trade within that trading arrangement and not with the general LeveL pool. Orders sent by Outsourced Trading Brokers to the Buyside Subscriber trading arrangement are eligible to interact with the general LeveL pool at the Outsourced Trading Broker's election as made to LeveL Markets. Subscribers may elect that their orders only interact with other orders submitted by the same subscriber ("Internalization Only"). These subscribers may elect to have orders from certain of their channels (such as desks or other business units) interact or not interact with orders from certain other channels within the same subscriber ("Channel-based Permissioning"). In addition, these subscribers may elect to prioritize potential contra parties to their orders in the LeveL ATS (a "Contra Priority List"). For example, a subscriber may wish to execute internally first if there is a match and then execute against a particular counterparty if not. Similarly, a subscriber may wish to execute against certain potential counterparties in a specific order if there are matching opportunities against such counterparties. For example, a subscriber may want to first look for a match against one or more potential counterparties (Counterparty Set A). If there are no eligible orders from Counterparty Set A, then the subscriber may want to look for a match against Counterparty Set B, and so on. Subscribers electing to use Contra Priority List functionality may, but are not required to, obtain permission from the potential counterparties to prioritize the contra parties in that arrangement. By default, this Contra Priority List functionality only applies when an order is first entered onto the LeveL ATS; instructions unrelated to a Contra Priority List will be followed in the event of a subsequent match in the ATS. As noted above, the subscriber may elect that these orders then be exposed to orders from the rest of the LeveL ATS pool of subscribers or not, at the subscriber's option. Subscribers utilizing Contra Priority List are able to customize their experience within a Contra Priority List in various "waterfall" scenarios. Subscribers may elect that their orders proceed from one contra party in its Contra Priority List to the next (and then to the next, and so on) based upon execution units, based upon time, or a combination of the two. If the "execution" based criterion is elected by the subscriber, the subscriber's order will "fall" from one Counterparty Set to the next in priority following the execution of a subscriber-defined number of shares from the subscriber's orders. In the Contra Priority List example described above, a subscriber may configure that its order to buy 1,000 shares of security ABCD first execute against Counterparty Set A until it has executed at least some number of shares, determined by the subscriber on an order-by-order basis (for example, 200 shares). Once at least 200 shares are executed against Counterparty Set A, the order would then additionally be able to execute against Counterparty Set B (while continuing to be eligible to execute against Counterparty Set A). Once an additional 200 or more shares have been executed against Counterparty Sets A or B, it would then additionally be eligible to execute against Counterparty Set C, and so on. For clarity, in this scenario, the order will not be eligible to execute against Counterparty Set C if the order does not execute for at least the required amount of shares against Counterparty Set A or B first. If the "time" based criterion is elected by the subscriber, the subscriber can configure the order to buy the security ABCD to execute (and continue to execute) against Counterparty Set A, if possible, until some amount of time, determined by the subscriber on an order-by-order basis (for example, one second) has elapsed without a match. The order will then additionally be able to execute against Counterparty Set B, and so on. A subscriber may use both the execution and time parameters in combination. In this configuration, the subscriber has two options, which may be chosen on an order-by-order basis: "either," or "both." If "either" is used, the order will waterfall from one priority level to the next if either criterion is met; if "both" is used, both criteria must be met for an order to waterfall from one Counterparty Set to the next. Any elected "waterfall" scenario will continue in the expressed priority order as long as all activity (firm-ups in response to invitations, etc.) is occurring over the same channel (see Item 13 above). If a firm-up response is sent via a different channel, then any waterfall instructions, if supplied, will be ignored, although "non-waterfall" priority instructions (if any) will be honored. The "execution" based option is not available for VWAP orders. Once all potential counterparties in all Contra Priority List levels (A, B, and C in the above example) are exhausted, the order (if any quantity remains from the order) will be exposed to the rest of the LeveL pool, subject to any contra-party exclusions otherwise in effect. By default, matches within the Buyside Subscriber trading arrangement will "waterfall" from that arrangement to the LeveL pool after the first execution or after fifteen (15) seconds have elapsed from a match if there was no resulting execution. Broker-Dealer Subscribers may elect that their Firm Orders or Conditional Orders not interact with EFUT Conditional Orders (as discussed more fully in Part III Item 7(a) and 9(a)) at the session level or on an order-by-order basis. Subscribers cannot elect for their EFUT Conditional Orders to not interact with other EFUT Conditional Orders. Y N An order can only be viewed by the subscriber that submitted the order and by individuals involved in the operation of the LeveL ATS whose position and job responsibilities require access to such data. Notwithstanding the foregoing, when eligible contra-party interest exists, the LeveL ATS will disseminate invites to the submitters of conditional orders, conditional VWAP Block Orders and conditional VWAP Sliced Orders (that is, as applicable, Invites, VWAP Block Invites, and VWAP Sliced Invites). Invites are sent via FIX message and are not "deleted" by LeveL Markets. However, as noted in Part III Item 9, an invite recipient has two (2) seconds to respond to an invite by submitting, as applicable, a Firm-Up Order, VWAP Block Firm-Up Order, or VWAP Sliced Firm-Up Order (the "Firm-Up Period"). The ATS will reject any Firm-Up Order, VWAP Block Firm-Up Order or VWAP Sliced Firm-Up Order received after the expiration of the relevant Firm-Up Period. However, for Invites sent requesting that a conditional order firm-up, the Level ATS does not prohibit Invite recipients from submitting a non-Firm-Up Order after expiration of the Firm-Up Period, although in such situations the LeveL ATS views the subscriber as failing to have "firmed-up" in the response to the Invite. For conditional orders, Invites identify the number of shares that would have been filled had both orders (i.e., the conditional order and the contra interest) been firm orders at the time of the match. VWAP Block Invites and VWAP Sliced Invites identify the number of shares that would have been filled had both conditional orders been firm orders at the time of the match and the Bespoke Anchor Time (i.e., the longest permissible overlapping anchor time). VWAP Block Firm-Up Orders and VWAP Sliced Firm-Up Orders will never generate VWAP Block Invites or VWAP Sliced Invites. By default, firm orders will not generate Invites. The LeveL ATS does not otherwise display or make known trading interest bound for or resting in the LeveL ATS. See Part III Item 9 for additional information regarding conditional orders, conditional VWAP Block Orders and conditional VWAP Sliced Orders. Y N N Y Full Day VWAP Orders may anchor prior to the start of regular trading hours. All VWAP orders may receive execution reports outside of regular trading hours. Firm and conditional Orders may only interact during regular trading hours. Y LeveL Markets charges a commission of $0.0000 to $0.05/share for executions in the LeveL ATS. Certain Buyside Subscribers (as of March 30, 2026) pay commissions in "basis points," ranging from a low of one (1) basis point to a high of six (6) basis points. Each basis point equates to one hundredth of one percent of the notional value of the transaction. Although commission rates can be impacted by a number of factors, including the subscriber's anticipated volume, anticipated make/take ratio and anticipated percentage of "internalization-only" transactions, rates are individually negotiated between LeveL Markets and the relevant subscriber. LeveL Markets does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. Depending on the provider, LeveL Markets may "pass through" to Buyside Subscribers certain fees that it is charged by certain service bureau routers or OMS and EMS entities. These pass-through fees are fully disclosed to the applicable Buyside Subscribers and typically range from a high of 15 mills ($0.0015) to a low of zero mills per executed share. In certain instances, these vendors may charge LeveL Markets more than 15 mills and thus a pass-through fee charged to a Buyside Subscriber that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Buyside Subscribers may elect to pay a rate higher than the base execution rate, and they can also apply additional commission as part of a Commission Sharing Arrangement ("CSA") in conformance with Section 28(e) of the Securities Exchange Act of 1934. This amount above the base commission rate to be attributed to the CSA program is determined solely by the Buyside Subscriber, pursuant to a written agreement with LeveL Markets. LeveL Markets does not charge any other fees for use of the LeveL ATS (i.e., LeveL Markets only charges subscribers the commission rates identified above). However, subscribers may be responsible for any connectivity fees or other costs they incur in accessing the LeveL ATS (i.e., fees not charged by LeveL Markets). As discussed in Part III Item 19(c) below, certain subscribers that are in a bilateral or multilateral trading arrangement to execute against other subscribers in the LeveL ATS may pay a higher negotiated commission rate to LeveL Markets, who will rebate part of that higher rate to the other subscriber or subscribers. As noted above, LeveL Markets charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. LeveL Markets is assessed certain Consolidated Audit Trail (CAT) regulatory fees relating to trading on the LeveL ATS as an execution venue. In each transaction on the LeveL ATS, LeveL Markets (EBXL) is identified on transaction reports as the buyer and the selling LeveL ATS subscriber is reported as the seller. FINRA assesses CAT fees on both LeveL Markets, on behalf of the buying LeveL ATS subscriber, and on the selling LeveL ATS subscriber. LeveL Markets passes through to the buying LeveL ATS subscriber these CAT-related fees that LeveL Markets is assessed on behalf of those buying LeveL ATS subscribers. LeveL Markets does not pass through CAT fees to Buyside Subscribers. None. As discussed in Part III Item 19(a) above, at its discretion and upon written agreement with the relevant subscribers, LeveL Markets may pay rebates in specific, limited circumstances. If a subscriber has entered into a bilateral or multilateral arrangement to execute against other subscribers in the LeveL ATS, that subscriber may agree to pay a higher commission rate to LeveL Markets in exchange for LeveL Markets rebating the additional commission amount (the amount above the commission rate that the subscriber otherwise has agreed to pay to LeveL Markets) to the other subscriber or subscribers who are parties to such arrangements with that subscriber. These rebate arrangements are solely at the request of interested subscribers and are not solicited by LeveL Markets. The specific amount of any such rebates is also determined solely by the arrangement between the subscribers that are parties to the those arrangements and are not set by LeveL Markets. Rebates range from a low of zero to a high of $0.0050 per executed share. Aside from these arrangements, LeveL Markets does not pay rebates relating to any other order flow sent to the LeveL ATS. LeveL Markets will suspend trading in a security due to regulatory halts, systems issues (e.g., market data issues) and to prevent a stock from triggering Fair Access or Regulation SCI thresholds. Additionally, LeveL Markets may, in its discretion, suspend trading in a security due to concerns about potential trading errors, such as where the Firm believes there may confusion as to a security's ex-dividend date. Generally, the LeveL ATS continues to accept orders following a trading halt or other suspension of trading. However, the LeveL ATS may elect to stop accepting orders if there are system issues or market disruptions that warrant a complete cessation of trading. Generally, the LeveL ATS will not cancel back open interest following a suspension in trading, even where the LeveL ATS rejects new orders. In the event a security becomes subject to a Level 3 Market Wide Circuit Breaker at any time during the trading day, or where the security becomes subject to a Level 1 or Level 2 Market Wide Circuit Breaker that starts at or after 3:25 p.m. ET, the ATS will execute any anchored Full Day VWAP Orders at the day's VWAP price calculated up to the time at which the security became subject to the Market Wide Circuit Breaker, provided that there is a print during the respective VWAP period. In the event a security becomes subject to a trading halt or Market Wide Circuit Breaker at any time during the trading day (whether such Market Wide Circuit Breaker is a Level 1, 2, or 3), the LeveL ATS will execute any anchored firm VWAP Block Orders or VWAP Block Firm-Up Orders, provided that there is a print during the respective VWAP period. The VWAP Block Time for each pair of anchored firm VWAP Block Orders or VWAP Block Firm-Up Orders shall be deemed to terminate at the time at which the security became subject to the trading halt or Market Wide Circuit Breaker. In the event a security becomes subject to a trading halt or Market Wide Circuit Breaker at any time during the trading day (whether such Market Wide Circuit Breaker is Level 1, 2, or 3), the LeveL ATS will execute any anchored firm VWAP Sliced Orders or VWAP Sliced Firm-Up Orders, provided that there is a print during the respective VWAP period. The slice period for each pair of anchored firm VWAP Sliced Orders or VWAP Sliced Firm-Up Orders shall be deemed to terminate at the time at which the security became subject to the trading halt or Market Wide Circuit Breaker. In the event a security becomes subject to a trading halt at any time during the trading day, the LeveL ATS will not allow conditional VWAP Block Orders or conditional VWAP Sliced Orders to generate invites. Orders received prior to or during a suspension of trading retain their actual order receipt time for priority purposes. FIX messages disseminated by the LeveL ATS may note that a security is subject to a regulatory halt, but will not note whether the LeveL ATS has otherwise suspended trading in the security. Y All transactions effected on the LeveL ATS are reported to the FINRA/Nasdaq TRF Carteret. The LeveL ATS maintains a back-up connection to the FINRA/Nasdaq Chicago TRF. Broker-dealer subscribers are required to sign a FINRA Transparency Services Uniform Executing Broker Agreement allowing LeveL Markets to report transactions on their behalf. Y While LeveL Markets effects transactions on the LeveL ATS as dual-agent, LeveL Markets acts as principal for settlement purposes. While Instinet clears and settles all transactions executed in the LeveL ATS pursuant to a fully-disclosed clearing agreement between LeveL Markets and Instinet, LeveL Markets requires every subscriber to either self-clear or have its own clearing arrangement with a clearing firm (for the avoidance of doubt, this may include a separate clearing arrangement between a subscriber and Instinet). Instinet will submit trades to NSCC for clearing in accordance with any QSR arrangement between Instinet and the subscriber or the subscriber's clearing firm. When a transaction is executed by the LeveL ATS involving a Buyside Subscriber, the LeveL ATS transmits the execution information to LeveL Markets's back-office system and notifies the parties to the trade of the execution. All transactions executed on the LeveL ATS for Buyside Subscribers are cleared and settled via NSCC and DTC by NFS pursuant to a fully-disclosed clearing arrangement between LeveL Markets and NFS. A LeveL ATS Buyside Subscriber settles a transaction in the System against LeveL Markets via its clearing firm (NFS) and not against the other Participant that is a party to the match. The identity of one party to a transaction is never identified to the other side of that transaction in the LeveL ATS. Upon instructions received from a Buyside Subscriber, transactions in the LeveL ATS may also be cleared and settled via prime brokerage arrangements, via the Buyside Subscriber's custody bank, or via other settlement instructions provided to the Firm by the Buyside Subscriber. Y The LeveL ATS utilizes data provided by the Securities Information Processor ("SIP") feeds in determining the relevant NBBO for each security. Message data from the SIP feeds is processed by LeveL Markets's feed handler system (the "Feed Handler"), which creates, and provides to the LeveL ATS matching engine, messages that indicate the NBBO for each security. Where two orders submitted to the LeveL ATS have overlapping limit prices, the LeveL ATS matching engine will review the most recent NBBO message provided by the Feed Handler in determining whether an eligible execution price inside the NBBO exists. Y N N true true