DealerWeb

amendment_reason

The Firm is presently making corrections to the previous ATS-N filing in order to add order types GTT and GTC to Part III, Manner of Operations; 7, Order Types and Attributes; a.

amendment_reason

Dealerweb LLC is submitting a Correcting Amendment for the following: reflecting the name change from Dealerweb Inc. to Dealerweb LLC in Part I, Identifying Information Item 2 and this change only applies to the Broker Dealer Operator; revisions to Part II, Item 6.a. reflecting the change from OATS to CAT, including an internal group within the Firm, Dealerweb Product Management which has access to CTI, noting internal employees have access to real time and historical order and trade activity, and these specific changes apply to all subscribers; revision to Part II, Item 6.b. to include Nasdaq SMARTS as a third party vendor, which has access to CTI and this change applies to all subscribers; revision to Part II, Item 7.a. to include Nasdaq SMARTS as a third party vendor, which has access to CTI and this change applies to all subscribers; revision to Part II, Item 7.d reflecting the change from OATS to CAT, including a new internal group within the Firm, Dealerweb Product Management, which has access to CTI, noting that internal employees have access to real time and historical order and trading activity, the addition of Nasdaq SMARTS as a third party vendor, which has access to CTI, and these changes apply to all subscribers; and submitting a revised and updated Schedule A to reflect senior management changes, including members to the internal Board of Directors for Dealerweb LLC and these changes apply only to the Broker Dealer Operator.

amendment_reason

Dealerweb LLC is submitting an Updating Amendment for the following revisions to Part III, Item 1, reflecting an update to include additional types of subscribers that trade on the Equity ATS Platform; this change applies to all subscribers; revisions to Part III, Item 19 to include the assessment and pass through of CAT fees to subscribers; this change applies to all subscribers; and submitting a revised and updated Schedule A to reflect changes to Senior Management and the Board of Directors of Dealerweb, LLC; these changes only apply to the Broker Dealer Operator.

amendment_reason

The updating amendment amends Part 1, Item 9 by providing a copy of Schedule B of the Dealerweb Inc. Form BD. Accordingly, this amendment only concerns Dealerweb Inc, the broker dealer operator of the Dealerweb ATS and reflects a change of the indirect ownership of Dealerweb Inc.

ats_name

Dealerweb

operator_crd

000019662

operator_name

DEALERWEB INC.

operator_name

DEALERWEB LLC

order_types

The Dealerweb ATS Platform operates a price-time priority CLOB, which provides priority to the bid and offer with the best price followed by the time the bid or offer was entered. The order types for both EFPs and NAVX are available to all subscribers whether they connect to the ATS platform through the Dealerweb GUI and / or via a FIX connection. Presently, all subscribers with the exception of one connect to the ATS platform through the GUI. All EFP and NAVX orders automatically default to Fill and Store ("FaS"), which is the primary order function utilized by all subscribers and operates in a similar capacity as a limit order. A FaS order, once submitted, will remain on the CLOB until completely filled and submitted for clearance and settlement. If a FaS is partially filled, the unfilled portion of the order is automatically converted to a new order for the unfilled size and added to the order book, subject to the price and time priority of the matching engine. A FaS order can participate in a workup session. In addition to a FaS order, Dealerweb offers the following order types for both EFP and NAVX: (i) Fill & Kill ("FaK") - an instruction whereby an order may be matched immediately in its entirety or partially. A matched FaK order may trigger a workup or join a workup session, with any unfilled portion of the order canceled following the completion of a workup session; (ii) Fill & Kill Immediate ("FaKI") - when submitted, a FaKI will either match fully, partially, or not at all. If an order is matched partially, the unfilled balance will be cancelled immediately and if the order is not matched at all, the entire order will be canceled immediately. For a FaKI order, a balance will never persist and will not be a part of any workup session; (iii) Fill or Kill ("FoK") - when submitted, a FoK will be executed only if it can be completely filled immediately; otherwise no match occurs and the order is cancelled and is not included as part of any workup; (iv) Good till Executed ("GTE") - a GTE order will rest in the CLOB until the end of the trading day unless a match occurs; however, if the match results in a partial fill, the remaining balance is immediately cancelled. A GTE order can be included as part of the workup session. (v) Good til Triggered (GTT): an extension of FaS order, which allows a subscriber to enter a buy or sell order at a predetermined limit price. A GTT order will rest on the CLOB until the end of the day unless a match occurs at the pre-determined price. The NAVX market offers one other type of order that is not a part of the EFP market; (v) All or None, in which an order to buy or sell must be executed in its entirety or not executed at all. An All or None order is not included as part of any workup session. For additional information concerning the matching engine and workup sessions, please refer to Part III, Item 11. The default behavior (the Time In Force) for all EFP and NAVX orders is Good till Day GTD, defined as a day order, which will be systematically cancelled at the close of business if it is unfilled. In addition to GTD, subscribers are able to mark an order as Good Til Canceled (GTC), which allows a subscriber to enter a buy or sell order that remains active until either the order is executed or canceled. Essentially, all unexecuted orders for each subscriber are canceled at the end of each trading day. The ATS platform does not allow for any EFP and NAVX orders to be routed to another trading center. All EFP and NAVX orders have to be entered directly into the ATS platform by a subscriber. Orders are entered anonymously by subscribers and once an order has been matched / executed via price-time priority, Dealerweb will give up the identity of both counterparties to the transaction to each other. Any time a subscriber amends the price of an order, the subscriber's ranking in the order book resets subjects to the price-time priority. In the event a subscriber adds additional quantity to an order, the new quantity is considered a new order subject to price-time priority. Dealerweb will reject an order that does not satisfy the minimum size requirements for either an EFP or NAVX. EFP orders are expressed in dollar basis increments, which represents the previous evening's CME equity index futures settlement price, plus or minus a dollar amount a subscriber is willing to buy or sell the futures contract and, conversely, sell or buy the corresponding ETF. The quantity amount for an EFP order is represented in futures contracts. NAVX orders are expressed in price increments, either at a discount or premium to the expected closing NAV dollar price and order sizes are represented in the number of shares of the ETF. The final execution price of the order in the NAVX is determined based on the closing NAV price and transactions matched on the ATS platform using the NAV plus or minus the basis price agreed to between the parties during the trading day.

order_types

The Dealerweb ATS Platform operates a price-time priority CLOB, which provides priority to the bid and offer with the best price followed by the time the bid or offer was entered. The order types for both EFPs and NAVX are available to all subscribers whether they connect to the ATS platform through the Dealerweb GUI and / or via a FIX connection. Presently, all subscribers with the exception of one connect to the ATS platform through the GUI. All EFP and NAVX orders automatically default to Fill and Store ("FaS"), which is the primary order function utilized by all subscribers and operates in a similar capacity as a limit order. A FaS order, once submitted, will remain on the CLOB until completely filled and submitted for clearance and settlement. If a FaS is partially filled, the unfilled portion of the order is automatically converted to a new order for the unfilled size and added to the order book, subject to the price and time priority of the matching engine. A FaS order can participate in a workup session. In addition to a FaS order, Dealerweb offers the following order types for both EFP and NAVX: (i) Fill & Kill ("FaK") - an instruction whereby an order may be matched immediately in its entirety or partially. A matched FaK order may trigger a workup or join a workup session, with any unfilled portion of the order canceled following the completion of a workup session; (ii) Fill & Kill Immediate ("FaKI") - when submitted, a FaKI will either match fully, partially, or not at all. If an order is matched partially, the unfilled balance will be cancelled immediately and if the order is not matched at all, the entire order will be canceled immediately. For a FaKI order, a balance will never persist and will not be a part of any workup session; (iii) Fill or Kill ("FoK") - when submitted, a FoK will be executed only if it can be completely filled immediately; otherwise no match occurs and the order is cancelled and is not included as part of any workup; (iv) Good till Executed ("GTE") - a GTE order will rest in the CLOB until the end of the trading day unless a match occurs; however, if the match results in a partial fill, the remaining balance is immediately cancelled.A GTE order can be included as part of the workup session. The NAVX market offers one other type of order that is not a part of the EFP market; (v) All or None, in which an order to buy or sell must be executed in its entirety or not executed at all. An All or None order is not included as part of any workup session. For additional information concerning the matching engine and workup sessions, please refer to Part III, Item 11. The default behavior (the Time In Force) for all EFP and NAVX orders is Good till Day "GTD", defined as a day order, which will be systematically cancelled at the close of business if it is unfilled. Essentially, all unexecuted orders for each subscriber are canceled at the end of each trading day. The ATS platform does not allow for any EFP and NAVX orders to be routed to another trading center. All EFP and NAVX orders have to be entered directly into the ATS platform by a subscriber. Orders are entered anonymously by subscribers and once an order has been matched / executed via price-time priority, Dealerweb will give up the identity of both counterparties to the transaction to each other. Any time a subscriber amends the price of an order, the subscriber's ranking in the order book resets subjects to the price-time priority. In the event a subscriber adds additional quantity to an order, the new quantity is considered a new order subject to price-time priority. Dealerweb will reject an order that does not satisfy the minimum size requirements for either an EFP or NAVX. EFP orders are expressed in dollar basis increments, which represents the previous evening's CME equity index futures settlement price, plus or minus a dollar amount a subscriber is willing to buy or sell the futures contract and, conversely, sell or buy the corresponding ETF. The quantity amount for an EFP order is represented in futures contracts. NAVX orders are expressed in price increments, either at a discount or premium to the expected closing NAV dollar price and order sizes are represented in the number of shares of the ETF. The final execution price of the order in the NAVX is determined based on the closing NAV price and transactions matched on the ATS platform using the NAV plus or minus the basis price agreed to between the parties during the trading day.

means_of_entry

Subscribers of the Dealerweb ATS can enter orders for either EFPs or NAVX through the Dealerweb GUI (Graphic User Interface) utilizing the "Order Manager" of the Dealerweb ATS. The GUI is installed locally on each subscriber's desktop. Order Manager refers to the front "page" of the Dealerweb platform that provides users with the ability to enter and manage their direct orders into the Dealerweb ATS. Subscribers can also write to the Dealerweb FIX Trading API and use their own front end system for entering orders. The means of order entry, with the exception of how the securities are priced, are the same for both EFP and NAVX. Within the Order Manager function, based on a subscriber's preference, there are two ways a subscriber can participate in the public phase of the workup: 1.) The subscriber would be able to enter their order in the platform through the order panel window, which would include the security, the price, and quantity involved in the initial match. 2.) The subscriber can enable an order panel pop function within their user settings. When the flash occurs alerting all subscribers to a match, the order panel function would appear in a pop up on a subscriber's screen already populated with the security, price, and quantity involved in the initial match. Please refer to Part III, Items 11a and 11c for additional information concerning the workup functionality within the ATS platform.

pricing_methodology

The Firm utilizes pricing data obtained from Bloomberg and certain ETF issuers in order to provide, for informational purposes only, the closing NAV for the ETF that are traded on the EFP and NAVX platform. The majority of the pricing data is obtained from Bloomberg. Each morning, the ETF Trade Support team will enter the previous day's closing NAV price for each ETF security that was traded on the EFP and NAV platform. In addition, the Firm will obtain futures prices from the CME for the futures component of the EFP, which are then entered daily into the platform by the EFP Trade Support team. The pricing information is available to all subscribers depending upon which product they trade. The Dealerweb ATS Platform does not provide live prices and / or quotes for the securities that are traded on its EFP and NAVX platform. All pricing information is provided for informational purposes only.

counterparty_selection

The ATS Platform provides each approved subscriber with a list of all other approved subscribers currently trading EFPs or NAVX. This list is based only on the products that the subscriber is currently trading. For instance, if a subscriber is only trading EFPs, the respective subscriber would not be able to see which subscribers are also trading NAVX. The ATS Platform also offers a feature which allows subscribers to block themselves from trading with another subscriber. However, this feature does not affect the price and time priority protocols of the matching engine. The ATS Platform prevents subscribers from matching against themselves on the ATS platform for any EFP and NAVX orders.

financial_condition_summary

All fees for both EFP and NAVX are standard for all subscribers and apply to each side of an EFP or NAVX transaction (buy and sell). The fees are fixed and transaction based. An EFP transaction involves a combination of a futures contract and the underlying ETF security and all fees are based on the futures contract. There is no independent fee assessed on the ETF component of an EFP transaction. The current EFP fee structure is as follows: Big EFP - $2.00 per futures contract. Mini EFP - $1.00 per futures contract. Metal EFP - $2.00 per futures contract. Sector EFP - $1.00 per futures contract. Volatility EFP - $2.50 bps on the dollar notional of the ETF leg. Dealerweb offers trading in EFPs with "big" and "mini" futures contracts as the futures leg of the package. The only difference is notional size of each. The notional sizes of big and mini futures contracts are part of the contract specifications set by the relevant futures exchange. In this case, the big EFP is the larger futures versus the ETF and the mini is the smaller future versus the ETF. For metal EFPs, it is the gold or silver ETF versus the gold or silver futures contract. The volatility EFP is the volatility ETF versus the volatility futures contract. The NAVX fee structure is as follows - $.001 per share, subject to $50 minimum transaction fee

financial_condition_summary

All fees for both EFP and NAVX are standard for all subscribers and apply to each side of an EFP or NAVX transaction (buy and sell). The fees are fixed and transaction based. An EFP transaction involves a combination of a futures contract and the underlying ETF security and all fees are based on the futures contract. There is no independent fee assessed on the ETF component of an EFP transaction. The current EFP fee structure is as follows: Big EFP - $2.00 per futures contract. Mini EFP - $1.00 per futures contract. Metal EFP - $2.00 per futures contract. Sector EFP - $1.00 per futures contract. Volatility EFP - $2.50 bps on the dollar notional of the ETF leg. Dealerweb offers trading in EFPs with "big" and "mini" futures contracts as the futures leg of the package. The only difference is notional size of each. The notional sizes of big and mini futures contracts are part of the contract specifications set by the relevant futures exchange. In this case, the big EFP is the larger futures versus the ETF and the mini is the smaller future versus the ETF. For metal EFPs, it is the gold or silver ETF versus the gold or silver futures contract. The volatility EFP is the volatility ETF versus the volatility futures contract. The NAVX fee structure is as follows - $.001 per share, subject to $50 minimum transaction fee. Dealerweb is assessed regulatory CAT fees for transactions, which are executed on the Equity ATS Platform. As the Operator of the ATS Platform, the Firm is considered the CAT Executing Broker for each buy and sell transaction and is charged CAT fees accordingly. The Firm passes along CAT fees to its subscribers, which are invoiced at the end of each month.

compliance_officer

As part of operating the ATS, Dealerweb has developed extensive policies, standards, and procedures to ensure that the data, information, and the related systems are protected from threats such as errors, internal and external security attacks, theft, fraud, privacy violations embezzlement, sabotage, and natural or manmade disasters. These policies, procedures, and controls are designed to safeguard the confidentiality, integrity, and availability of the ATS platform by preventing unauthorized access to or use of a subscriber's confidential data. The primary policies and procedures currently in place to address confidentiality safeguards include: Tradeweb Information Security Policy, Tradeweb Cybersecurity Policy, Tradeweb Markets LLC Privacy Policy, Tradeweb Access Control Policy, and Dealerweb's Written Supervisory Policies and Procedures. These procedures are reviewed, tested, and updated annually at a minimum and on an ad-hoc basis when necessary and are available to all employees through the Firm's internal website. In terms of confidentiality safeguards, upon joining Dealerweb, all employees are required to sign the Fair Competition and Arbitration Agreement, acknowledging that they shall be in possession of confidential, client information and shall not disclose any confidential information without the prior written consent of the Firm. The only such instances where confidential information may be shared after receiving Firm approval would involve regulatory inquiries and or audits initiated by regulatory agencies such as the SEC, FINRA, NFA, and MSRB and any potential legal actions which may involve disclosing client data. When an individual is no longer an employee of the Firm, as part of the termination process, the individual is required to sign an attestation that he / she will continue to treat all company information as confidential. In addition, as part of the hiring process, all employees are required to review a copy of the Firm's Written Supervisory Procedures and annually thereafter as part of the annual certification process. All employees are required to complete various internal training courses, such as the bi-annual Information Security and Privacy Awareness Training course, which confirms each employee understands their responsibilities to protect confidential information and a bi-annual Cybersecurity training course. The Firm through the Tradeweb Enterprise Risk Management Group operates continuous organization wide security programs and training courses, including regular testing related to phishing and social engineering. The Firm prohibits the sharing of any subscriber confidential information with anyone not authorized to receive such information and any violation of the Firm's policies and procedures concerning the safeguarding of confidential information by any employee will be met with disciplinary action, up to and including termination from the Firm. The basis of authorization for access to the ATS platform is based solely on the applicable job functions related to the daily maintenance, monitoring and supervision of the ATS Platform and the trading activities that take place on the platform to ensure compliance with all applicable rules. The Firm has indicated in Part II, 6(a) the list of individuals and / or departments that are authorized to have access to Subscriber information based on their specific job functions, which are utilized to support the ATS Platform. In addition to implementing various confidentiality safeguards, the Firm has also implemented various safeguards related to employee access of the ATS platform, specifically restricting which employees have access to the platform and the systems that support it based on their specific job responsibilities / functions. Please refer to Part II, Item 6a, which identifies and describes the only departments within Dealerweb and Tradeweb that have access to the ATS platform based on their specific job functions. These groups require access to support and monitor the trading activity on the platform. Prior to receiving access to the ATS Platform, an employee must first receive approval from their supervisor and once that approval has been granted, final approval must be granted by the Firm's Compliance Department. After obtaining all necessary approvals, an employee is provided access to the ATS Platform and will receive a unique username and password in order to login. Passwords are required to be changed every 90 days. Access is securely contained by the Firm and reviewed by the Firm. Tradeweb's Enterprise Risk Management Group conducts bi-annual reviews of all employees who have access to the Dealerweb Platform. As part of the review process, the Risk Group will send each Supervisor a list of employees that presently have access to the platform and their respective entitlements and request that each Supervisor review the access and entitlements and make any necessary changes / revisions. Each Supervisor will then communicate their changes and approval to the Risk Management Group. Upon receiving approvals from all Supervisors, the Risk Management Group will make all necessary entitlement changes and then send the list to Compliance for review and approval. The Firm's Compliance Department (CCO and / or designee) will review the list and communicates its approval of entitlement access to the Risk Management Group. These reviews and approvals between the Risk Management Group, Supervisors, and Compliance are conducted via email. As indicated further in 7d, approved access to the platform provides an employee with access to all orders and executed transactions for each subscriber for both EFPs and NAVX. In regards to employee trading, the Firm allows employees to maintain outside brokerage accounts with third party brokers. As required under FINRA Rule 3050, employees are required to disclose all outside brokerage accounts under their control to the Firm and provide the Firm with access to all trading confirmations and account statements. In terms of trading restrictions, the Firm's Securities Trading Policy does not allow its employees and immediate family members to participate in any IPO's and sell short or engage in speculative transactions involving Tradeweb Markets Inc.'s common stock, TW, which is listed on the Nasdaq National Market. At the end of each month, the Firm's Compliance Department conducts a review of all employee statements for the following activity: any transactions executed in an IPO, any short sales and / or speculative trading in TW common stock, trading activity suggestive of the use of confidential information, and any additional, excessive trading activity, such as frequent day trading. The Firm prepares a written analysis each month detailing its reviews of employee trading, which is distributed to all members of the compliance department. Please note that Dealerweb does not conduct any proprietary trading, investment banking activities, and / or offer any fundamental equity or fixed income research as defined in FINRA Rules 2241 and 2242. In addition, the Firm is not a party to any of the EFP or NAVX transactions as the Firm gives up all transactions for execution to each subscriber. As disclosed in Part II, Item 6.a, Dealerweb through a licensing agreement with its parent company, Tradeweb Markets Inc., utilizes Nasdaq SMARTS Trade Surveillance system for trade surveillance purposes. Real time order and trade data, including live bids and offers entered by subscribers into the Dealerweb Platform for EFP and NAVX feed into Nasdaq SMARTS. There are specific alerts generated through Nasdaq SMARTS based on parameters established and reviewed by Dealerweb Regulatory Compliance. In order to review these alerts, members of Regulatory Compliance log into Nasdaq SMARTS with a unique username and password. Tradeweb Markets Inc. has entered into a specific agreement with Nasdaq Markets Inc. to utilize the Nasdaq SMARTS Trade Surveillance System and under this agreement, all real time order and trade activity received by Nasdaq SMARTS from Dealerweb is treated as confidential and subject to Nasdaq's internal safeguards and Information Security Policy and Procedures as well. Tradeweb's Enterprise Risk Management Team conducts an annual vendor review of Nasdaq SMARTS, which includes reviewing and evaluating Nasdaq's Information Security Policy and other internal safeguards.

compliance_officer

As part of operating the ATS, Dealerweb has developed extensive policies, standards, and procedures to ensure that the data, information, and the related systems are protected from threats such as errors, internal and external security attacks, theft, fraud, privacy violations embezzlement, sabotage, and natural or manmade disasters. These policies, procedures, and controls are designed to safeguard the confidentiality, integrity, and availability of the ATS platform by preventing unauthorized access to or use of a subscriber's confidential data. The primary policies and procedures currently in place to address confidentiality safeguards include: Tradeweb Information Security Policy, Tradeweb Cybersecurity Policy, Tradeweb Markets LLC Privacy Policy, Tradeweb Access Control Policy, and Dealerweb's Written Supervisory Policies and Procedures. These procedures are reviewed, tested, and updated annually at a minimum and on an ad-hoc basis when necessary and are available to all employees through the Firm's internal website. In terms of confidentiality safeguards, upon joining Dealerweb, all employees are required to sign the Fair Competition and Arbitration Agreement, acknowledging that they shall be in possession of confidential, client information and shall not disclose any confidential information without the prior written consent of the Firm. The only such instances where confidential information may be shared after receiving Firm approval would involve regulatory inquiries and or audits initiated by regulatory agencies such as the SEC, FINRA, NFA, and MSRB and any potential legal actions which may involve disclosing client data. When an individual is no longer an employee of the Firm, as part of the termination process, the individual is required to sign an attestation that he / she will continue to treat all company information as confidential. In addition, as part of the hiring process, all employees are required to review a copy of the Firm's Written Supervisory Procedures and annually thereafter as part of the annual certification process. All employees are required to complete various internal training courses, such as the bi-annual Information Security and Privacy Awareness Training course, which confirms each employee understands their responsibilities to protect confidential information and a bi-annual Cybersecurity training course. The Firm through the Tradeweb Enterprise Risk Management Group operates continuous organization wide security programs and training courses, including regular testing related to phishing and social engineering. There is no third party vendor that has access to the Firm's ATS Platform, including the order and trading history involving EFP's and NAVX. The Firm prohibits the sharing of any subscriber confidential information with anyone not authorized to receive such information and any violation of the Firm's policies and procedures concerning the safeguarding of confidential information by any employee will be met with disciplinary action, up to and including termination from the Firm. The basis of authorization for access to the ATS platform is based solely on the applicable job functions related to the daily maintenance, monitoring and supervision of the ATS Platform and the trading activities that take place on the platform to ensure compliance with all applicable rules. The Firm has indicated in Part II, 6(a) the list of individuals and / or departments that are authorized to have access to Subscriber information based on their specific job functions, which are utilized to support the ATS Platform. In addition to implementing various confidentiality safeguards, the Firm has also implemented various safeguards related to employee access of the ATS platform, specifically restricting which employees have access to the platform and the systems that support it based on their specific job responsibilities / functions. Please refer to Part II, Item 6a, which identifies and describes the only departments within Dealerweb and Tradeweb that have access to the ATS platform based on their specific job functions. These groups require access to support and monitor the trading activity on the platform. Prior to receiving access to the ATS Platform, an employee must first receive approval from their supervisor and once that approval has been granted, final approval must be granted by the Firm's Compliance Department. After obtaining all necessary approvals, an employee is provided access to the ATS Platform and will receive a unique username and password in order to login. Passwords are required to be changed every 90 days. Access is securely contained by the Firm and reviewed by the Firm. Tradeweb's Enterprise Risk Management Group conducts bi-annual reviews of all employees who have access to the Dealerweb Platform. As part of the review process, the Risk Group will send each Supervisor a list of employees that presently have access to the platform and their respective entitlements and request that each Supervisor review the access and entitlements and make any necessary changes / revisions. Each Supervisor will then communicate their changes and approval to the Risk Management Group. Upon receiving approvals from all Supervisors, the Risk Management Group will make all necessary entitlement changes and then send the list to Compliance for review and approval. The Firm's Compliance Department (CCO and / or designee) will review the list and communicates its approval of entitlement access to the Risk Management Group. These reviews and approvals between the Risk Management Group, Supervisors, and Compliance are conducted via email. As indicated further in 7d, approved access to the platform provides an employee with access to all orders and executed transactions for each subscriber for both EFPs and NAVX. In regards to employee trading, the Firm allows employees to maintain outside brokerage accounts with third party brokers. As required under FINRA Rule 3050, employees are required to disclose all outside brokerage accounts under their control to the Firm and provide the Firm with access to all trading confirmations and account statements. In terms of trading restrictions, the Firm's Securities Trading Policy does not allow its employees and immediate family members to participate in any IPO's and sell short or engage in speculative transactions involving Tradeweb Markets Inc.'s common stock, TW, which is listed on the Nasdaq National Market. At the end of each month, the Firm's Compliance Department conducts a review of all employee statements for the following activity: any transactions executed in an IPO, any short sales and / or speculative trading in TW common stock, trading activity suggestive of the use of confidential information, and any additional, excessive trading activity, such as frequent day trading. The Firm prepares a written analysis each month detailing its reviews of employee trading, which is distributed to all members of the compliance department. Please note that Dealerweb does not conduct any proprietary trading, investment banking activities, and / or offer any fundamental equity or fixed income research as defined in FINRA Rules 2241 and 2242. In addition, the Firm is not a party to any of the EFP or NAVX transactions as the Firm gives up all transactions for execution to each subscriber.

subscriber_types

Asset Managers

hours_of_operation

The Dealerweb EFP market is open Monday to Friday, 8:30 AM to 4:30PM EST, exclusive of any trading holidays. The NAVX market is open Monday to Friday, 7:30AM to 4:00PM EST, exclusive of any trading holidays. Orders can be entered and trades executed only during the aforementioned market hours for both EFP and NAVX. No orders can be entered into the ATS for either market before the open of trading or after the close of trading.

display_best_quotes

The GUI is installed locally on each subscribers' desktop. All orders are displayed, including orders that are part of the workup, anonymously on a real time basis during the approved market hours of operations for both EFP and NAVX and only to approved subscribers. The GUI consists of standard pages and customized views and subscribers can see all the information for a given ETF security, which includes a description of the security, bid and offer sizes and bid and offer prices. Subscribers will receive access to which market they requested, whether EFP, NAVX, and or both. If you are a subscriber for just EFP's, you will not be able to see bids and offers for NAVX and vice versa. In addition, as described more fully in response to Part III, Items 11a and 11c, subscribers are alerted to a matching transaction via a flash on their screen. The flash initiates the workup process, which lasts for fifteen seconds and includes five seconds of private time and then ten seconds of public time. When the initial flash occurs, all subscribers, whether it is during the public or private phase of the workup, subscribers have access to the same information that is displayed at all times on the Order Manager screen, which includes the security, quantity, and price at which the initial match has occurred. During the private workup the initial matched subscribers have the exclusive right to increase their initial transaction size at the initial matched price. If during the private phase of the workup another subscriber entered an order at the initial matched price, this order would remain in the queue subject to the price and time priority until the completion of the private phase of the workup. After the expiration of the five second private workup session, the public workup session begins where other subscribers may also choose to trade at the initial matched price with other subscribers during for the remaining ten seconds of the workup. If a subscriber wishes to participate in the public phase of the workup, solely for the purpose of order entry, the subscriber would be able to enter their order in one of two ways through the Order Manager function: 1.) Subscribers can utilize the order panel window, which would include the security, price and quantity involved in the initial match or 2.) Subscribers can enable an order panel pop up function in their user settings. When the flash occurs alerting all subscribers to a match, the order panel function would appear in a pop up already populated with the security, quantity, and price that is involved in the workup. The order types available to participate in the workup are as follows: Fill & Store ("FaS"), Fill & Kill ("FaK"), and Good till Executed ("GtE"). Please refer to Part III, Item 7a which discusses in greater detail the specific order types available within the ATS platform for EFP's. As indicated previously, all orders automatically default to FaS. There are no special order types that are available to participate in the workup. The workup order priority during the public phase is based on time priority and all orders will remain in the queue subject to the ranking priority. If one of the initial subscribers involved during the private session of the workup has an unfilled balance after the expiration of the private workup, the subscriber's order including the unfilled balance will rank ahead any other subscriber when the public workup begins. All orders that were entered by subscribers, but did not match in the workup will retain their time in force conditions and restrictions and thus could remain in the order book as active orders subject to price and time priority at the end of the workup session. The ATS Platform provides a real time trade blotter available for all subscribers, which updates as soon as a match occurs and includes all relevant trade details, such as the security, price, and quantity. For NAVX, the trade blotter will only include the security and quantity at which the match occurred as the price is not determined until after the market closes. For additional information about the workup process, please refer to Part III, Items 11a and 11c.

execution_services

The market for EFPs is open Monday through Friday from 8:30 A.M. until 4:30 P.M. while the NAVX market is open Monday through Friday from 7:30 A.M. until 4:00 P.M., exclusive of any trading holidays. Subscribers can begin entering orders as soon each trading session opens and can continue to enter orders and / or execute trades until the respective closing time for either EFPs or NAVX. All orders for both EFPs and NAVX are considered day orders and any unexecuted orders are canceled at the end of each trading session (see Part III, Item 7 for additional information regarding order types). The ATS does not allow any subscriber to enter orders for either EFPs or NAVX until each respective market is opened. For instance, a subscriber would not be able enter an EFP order at 7:10 A.M. or at 4:45 P.M.; both orders would be rejected. Pre-session orders and special sessions are not allowed within the system. Dealerweb ATS Operates a price-time priority CLOB, which provides priority to the bid and offer with the best price, followed by the time the bid or offer was entered. The CLOB offers a single price workup model for both EFPs and NAVX, which is described in greater detail in Part III, Item 11c. Trading on Dealerweb begins after the opening or reopening of the platform, pursuant to the hours of operation described in Part III, 4A. When the EFP market opens for the day, the Firm will enter prices for each EFP using the previous evening's futures contract settlement price obtained from the CME for informational purposes. The Firm will utilize various market data points from Bloomberg and CME to assist with the initial entering of prices for EFPs at the opening of trading. Dealerweb is operating as a pricing source for EFPs and does not provide live prices for EFPs. In addition to the initial prices being represented on the screen, Dealerweb ATS personnel email the initial prices to all subscribers. These initial prices are the futures reference prices for all subsequent bids and offers and remain static throughout the trading session. EFP orders on the platform are in dollar basis increments, which represents the previous evening's CME equity index futures settlement price plus or minus a dollar amount a subscriber is willing to buy or sell the futures contract (and, conversely, sell or buy the corresponding ETF). When the NAVX market opens, the Firm, for informational purposes, will enter the previous night's NAV for each ETF equity index offered on the platform. The initial NAVX price is determined based on various market data components such as Bloomberg and pricing information directly provided by the issuers. The ATS Platform will adhere to all closings and / or trading halts initiated by the stock exchanges and the CME and all future exchanges. In these instances, the ATS platform would shut down all applicable EFP and NAVX markets, canceling any unexecuted orders. There are no special order types allowed following a stoppage. The ATS Platform would implement the same protocols it does for a regular opening for both EFPs and NAVX following a stoppage.