Level ATS

amendment_reason

This Material Amendment describes the ability of LeveL ATS subscribers to prioritize potential contra parties to their executions in the ATS. The use of this functionality could change the order priority or matching logic that would otherwise apply to the relevant subscribers. The changes are described in Part III Items 7a, 9a, 10a, 11a, 11c, and 14a. In addition, certain disclosures regarding Custom Counterparty Groups that were previously included in Part III Item 13a have been moved to Part III Item 14a, as they appear to be more responsive to that Item. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects an update in Part I Item 3 identifying the Luminex ATS as the full name of the NMS Stock ATS, and an update in Part II Item 5c and 5d specifying Fidelity Prime Financing, LLC as the Fidelity-related entity whom Kezar Trading, LLC pays for the Fidelity Service Bureau service which certain Subscribers use to route orders to the Luminex ATS. These changes apply to the broker-dealer operator but do not apply to Luminex ATS Subscribers.

amendment_reason

This Updating Amendment is filed with respect to the Material Amendment filed on May 6, 2024 (Accession No. 0001609177-24-000009). The changes pertain to Part III Item 7, with respect to LeveLUp Conditionals and how such orders operate in the LeveL ATS. The changes to this order type will enable LeveLUp Conditionals to interact with resting firm orders and firmed-up orders as well as to invite additional conditional orders. In addition, upon an initial match and execution in the LeveL ATS, that initial execution price will become a limit price for any subsequent executions against that order. The updates in this amendment include a description of this new functionality and an example of how it is intended to work. These updates apply to all Subscribers that are eligible to use the LeveLUp functionality and to the broker-dealer operator.

amendment_reason

This is an Updating Amendment to the Material Amendment filed on May 19, 2023. The amendments reflect the ability of Sponsored Buyside Entities to access the Luminex ATS via Admitted Broker-Dealers and a shorter Negotiation Period for "electronic-to-electronic" matches in the Luminex ATS. The updates and conforming changes are reflected in Part II, Items 2, 4, 5, 6, and 7, and in Part III, Items 2, 3, 5, 6, 7, 8, 9, 11, 13, 14, 15, 16, 17, 20, 22, and 23. These changes apply to all ATS participants and to the broker-dealer operator.

amendment_reason

This Updating Amendment relates to the Correcting Amendment filed on August 14, 2023. That Correcting Amendment pertained to Part III Items 7a, 9a, 11c, and 20 with respect to the ATS's VWAP order types, including their operation during truncated VWAP periods and that they must include market or limit pricing instructions. The Correcting Amendment made appropriate conforming changes with respect to the terms "print" and "execution" as used in Part III Items 7a, 9a, and 11c. This Updating Amendment and conforming changes apply to Part III Items 7a, 9a, 11c, and 20 and provide further detail about the operation of the VWAP order types at the termination of the particular VWAP period. The changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects a name change for the broker-dealer operator to LeveL Markets, LLC and a name change for the parent to LeveL Holdings, LLC. Associated changes can be found in Part I, Items 2 and 6; Part II, Items 1, 2, 3, 4, 6, and 7; Part III, Items 2, 3, 7, 9, 10, 11, 13, 14, 15, 19, 20, 21, 22 and 23; and Exhibits 1 and 2. These changes apply only to the broker-dealer operator.

amendment_reason

This Material Amendment discloses a new order type called the Implicit Limit After First Trade (ILAFT) order. A description of the new order type can be found in Part III Items 7a and 9a. The Material Amendment also includes a description of rebates to be paid by Kezar Trading in certain circumstances and a revision to the description of commissions charged by Kezar Trading for executions in the ATS. These changes can be found in Part III Item 19. The changes in this Material Amendment apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects changes to the Form BD Schedule B Indirect Owners disclosure for Kezar Trading, LLC, the broker-dealer operator of the LeveL ATS. This update applies only to the broker-dealer operator and not to any subscriber.

amendment_reason

This Material Amendment reflects the addition of trade volume advertising for the Luminex ATS on Bloomberg. The changes relating to the Bloomberg advertising are reflected in Part II Item 7 and apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment pertains to how regulatory Consolidated Audit Trail (CAT) fees are assessed for transactions on the Luminex ATS and discloses that Kezar Trading, LLC, as broker-dealer operator of the Luminex ATS, is not passing through such fees to Luminex ATS Subscribers. The Updating Amendment also discloses a change to the high end of the fee range that Luminex ATS Subscribers that pay commissions in basis points pay for executions in the ATS. The CAT fee-related changes and the basis point fee range change are disclosed in Part III Item 19. These changes apply to all Subscribers and to the broker-dealer operator. The Updating Amendment also reflects a change to the Chief Executive Officer of the broker-dealer operator. This change can be found in Exhibit 1 and applies to the broker-dealer operator only.

amendment_reason

This Updating Amendment refers to the Material Amendment filed on October 23, 2024 (Accession No. 0001609177-24-000026). The changes describe the ability of LeveL ATS subscribers to prioritize potential contra parties to their executions in the ATS. The use of this functionality could change the order priority or matching logic that would otherwise apply to the relevant subscribers. The changes are described in Part III, Items 7a, 9a, 10a, 11a, 11c and 14a. In addition, certain disclosures regarding Custom Counterparty Groups that were previously included in Part III Item 13a have been moved to Part III Item 14a, as they appear to be more responsive to that Item. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment revises Part III Item 19 (Fees) to update the range of fees for Luminex ATS Participants that pay in basis points for executions in the System. This amendment applies to all Subscribers and other Luminex ATS Participants and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects an update to the description of the fees associated with executions on the ATS, and also a name change for the broker-dealer operator and its parent company. The update with respect to fees is reflected in Part III Item 19. The updates with respect to the name changes are reflected in the following items: Part I, Items 2 and 6; Part II, Items 2, 4, 5, 6, and 7; Part III, Items 2, 7, 9, 11, 13, 16, 19, 20, 21, and 22; and, Exhibits 1 and 2. These changes apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This is an Updating Amendment to the Material Amendment filed on September 21, 2023. The Amendments pertain to additions to the Luminex ATS's LeveLUp feature that involves the "mirroring" of Conditional Orders in the LeveL ATS that are sent by LeveLUp participants to the Luminex ATS. A description of this feature, including "opt out" provisions, and comforming changes can be found in Part II Items 4 and 5, and Part III Items 7, 8 and 16. The Amendments also include a change to the pricing of executions that involve a Conditional on one or both sides of a match, with such executions to now be priced at the NBBO midpoint at the time of execution. A description of these changes can be found in Part III Item 11. The Amendments also include related changes to the End of Session order interaction, which can be found in Part III Items 11 and 17. The Amendments also include an increase to the high end of the fee range of commissions charged for executions in the Luminex ATS to 500 mills or $0.05 per executed share. This change can be found in Part III Item 19. The Amendments include changes reflecting the removal of the order attribute "AutoEx Quantity," which is no longer supported in the ATS and is therefore also no longer used in the ATS's order priority. This change is reflected in Part II Item 7 and Part III Items 7, 8, 9, and 11. The Amendments further include a change to the use of the available MinQ setting in the ATS, with the 25,000 share maximum applying to Luminex UI users and a configurable amount available to other Subscribers. A description of this change can be found in Part III Item 7. The Amendments also reflect a change to how the execution size is determined in negotiated trades to note that such size is now determined upon the last participant's firm-up, if both participants do firm up. A description of this change can be found in Part III Item 11. all changes apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Material Amendment pertains to additions to the ATS's LeveLUp feature that involves the "mirroring" of Conditional Orders in the LeveL ATS that are sent by LeveLUp participants to the Luminex ATS. A description of this feature, including "opt out" provisions, and conforming changes can be found in Part II Items 4 and 5, and Part III Items 7, 8, and 16. The Material Amendment also includes a change to the pricing of executions that involve a Conditional on one or both sides of a match, with such executions to now be priced at the NBBO midpoint at the time of execution. A description of these changes can be found in Part III Item 11. The Material Amendment includes related changes to the End of Session order interaction, which can be found in Part III Items 11 and 17. The Material Amendment also includes an increase to the high end of the fee range of commissions charged for executions on the Luminex ATS to 500 mills or $0.05 per executed share. This change can be found in Part III Item 19. Lastly, the Material Amendment includes changes reflecting the removal of the order attribute "AutoEx Quantity," which is no longer supported in the ATS and is therefore also no longer used in the ATS's order priority. This change is reflected in Part II Item 7 and Part III Items 7, 8, 9, and 11. The Material Amendment further includes a change to the use of the available MinQ setting in the ATS, with the 25,000 share maximum applying to Luminex UI users and a configurable amount available to other Subscribers. A description of this change can be found in Part III Item 7. The Material Amendment also reflects a change to how the execution size is determined in negotiated trades to note that such size is now determined upon the last participant's firm-up, if both participants do firm up. A description of this change can be found in Part III Item 11. All changes apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Correcting Amendment addresses the lot sizes accepted by the LeveL ATS and how odd lot, mixed lot, and round lot orders are processed by the ATS. The Amendment also discloses the related default settings for all subscribers to the ATS and that such defaults can be modified upon subscriber request. These disclosures can be found in Part III Item 8 and apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Material Amendment reflects the ability of Non-Subscribers to access the Luminex ATS via Admitted Broker-Dealers and a shorter Negotiation Period for "electronic-to-electronic" matches in the Luminex ATS. The changes with respect to Non-Subscriber access to the ATS and related conforming changes are reflected in Part II, Items 2, 4, 5, 6 and 7 and in Part III, Items 2, 3, 5, 6, 7, 8, 9, 11, 13, 14, 15, 16, 17, 19, 20, 22 and 23. The changes with respect to the Negotiation Period for "electronic-to-electronic" matches are reflected in Part III Items 9, 11, and 17. These changes apply to all ATS participants and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects changes to the Form BD Schedule B Indirect Owners disclosure for Kezar Trading, LLC, the broker-dealer operator of the Luminex ATS. This update applies only to the broker-dealer operator and not to any subscriber.

amendment_reason

This Material Amendment pertains to the advertisement of Luminex-related LeveLUp executions in Bloomberg. The changes are reflected in Part II Item 7 and apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects a name change for the broker-dealer operator to LeveL Markets, LLC and for the parent to LeveL Holdings, LLC. Associated change are reflected in Part I, Items 2 and 6; Part II, Items 2, 4, 5, 6 and 7; Part III, Items 2, 5, 6, 7, 8, 9, 11, 13, 16, 19, 20, 21, and 22; and Exhibits 1 and 2. These changes apply only to the broker-dealer operator.

amendment_reason

This Material Amendment describes the addition of new order type called the Extended Firm-Up Time Required (EFUT) Conditional Order. The EFUT Conditional Order allows for an extended Firm-Up period of up to twenty seconds for the entering subscriber. The description, related details, and conforming changes are included in Part III Items 7a, 9a, and 11a. Other changes related to the EFUT Conditional Order include the ability of subscribers who enter orders other than EFUT Conditional Orders to elect not to interact with EFUT Conditional Orders. The description of this change can be found in Part III Items 7a, 9a, and 14a. The Material Amendment also discloses that the fee for transactions resulting from EFUT Conditional Orders is 50 mills/share, which changes the range of fees charged by Kezar Trading for transactions in the ATS. A description of this change can be found in Part III Item 19a. The Material Amendment also includes changes to the permissible instructions accompanying Firm Orders, Firm-Up Orders, and Conditional Orders, noting that Conditional and Firm-Up orders may include instructions not to interact with firm orders other than Firm-Up orders and that Firm Orders other than Firm-Up orders may not include a conditional-only order attribute. The description of these changes is included in Part III Item 7a. All changes in this Amendment apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Material Amendment pertains to a new channel-based segmentation methodology being implemented by LeveL Markets with respect to LeveL ATS subscriber order flow, replacing the former MPID-level segmentation labeling. These changes can be found in Part II, Item 3 and Part III, Items 13 and 14. The amendment also includes a description of a new minimum anchor time for the LeveL ATS VWAP Block orders of twenty (20) seconds, formerly one minute. A description of these changes can be found in Part III, Items 7a, 9a, and 11c. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment pertains to the passing through of certain regulatory Consolidated Audit Trail (CAT) fees to LeveL ATS subscribers. The changes describing when such fees will be passed through are described in Part III Item 19. This change applies to all subscribers and to the broker-dealer operator. The Updating Amendment also reflects a change to the Chief Executive Officer of the broker-dealer operator. This change applies to the broker-dealer operator only.

amendment_reason

This Updating Amendment pertains to the Material Amendment filed on July 18, 2025 with respect to a new channel-based segmentation methodology being implemented by LeveL Markets for LeveL ATS subscriber order flow, replacing the previous MPID-based segmentation methodology. These changes can be found in Part II Item 3 and Part III Items 13 and 14. The amendment also includes a description of a new minimum anchor time for the LeveL ATS VWAP Block orders of twenty (20) seconds, formerly one minute. A description of these changes can be found in Part III Items 7a, 9a, and 11c. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Material Amendment pertains to the advertisement of LeveLUp-related executions on Bloomberg. The changes are reflected in Part II Item 7 and apply to all Subscribers that are LeveLUp participants and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects references to the LeveL Markets Sales and Operations teams, since those responsibilities are no longer ATS-specific. The disclosures update the responsibilities of these teams and that they have access to confidential trading information as part of their responsibilities. These changes are disclosed in Part II Items 6 and 7. The Updating Amendment reflects that employee trading information is received by the firm either via hard copy or electronically. That change is reflected in Part II Item 7. The Updating Amendment also discloses that all channel-based segmentation changes are made by LeveL Markets not by subscribers, and that LeveL Markets can create new channels or combine existing channels in its discretion. The amendment also discloses that certain existing subscribers at the time of the implementation of channel-based segmentation had their order flow mapped to channel-based equivalents based upon any existing contra list instructions that the relevant subscribers had in place. These channel-related updates can be found in Part III Item 13. Lastly, the Updating Amendment clarifies that LeveL ATS subscribers cannot elect for their EFUT Conditional Orders to not interact with other EFUT Conditional Orders. This description can be found in Part III Item 14. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment amends the disclosure in Part III Item 19 with respect to rebates that Kezar Trading, the broker-dealer operator of the LeveL ATS, may pay to subscribers. A change in Part II Item 3 updates the name of the broker-dealer operator in Item 3b. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Material Amendment pertains to the LeveLUp service offering and the removal of two potential counterparty groups that LeveLUp participants could previously elect to match with in the LeveL ATS, as such groups will no longer be supported. These changes are described in Part III Item 7 and apply to all subscribers that use the LeveLUp feature and to the broker-dealer operator.

amendment_reason

This Material Amendment reflects changes to Part III Item 7 with respect to LeveLUp Conditionals and how such orders operate in the LeveL ATS. The change to this order type will enable LeveLUp Conditionals to interact with resting firm orders and firmed-up orders as well as to invite additional conditional orders. In addition, upon an initial match and execution in the LeveL ATS, that initial execution price will become a limit price for any subsequent executions against that order. This change applies to all Subscribers that are eligible to use the LeveLUp functionality and to the broker-dealer operator.

amendment_reason

This Material Amendment pertains to changes to the order priority with respect to VWAP Block and VWAP Sliced Orders, in addition to how such orders would operate in certain circumstances when a NBBO would either violate an order's limit price or cannot be determined. These changes can be found in Part III Items 7a, 9a, and 11c and apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Correcting Amendment pertains to Part III Items 11c and 19. The correction in Part III Item 11c addresses the correction and modification process once orders are in negotiation. The correction in Part III Item 19 addresses the fee that Kezar Trading pays the LeveL ATS for conditional orders that are executed on the LeveL ATS via the Luminex ATS LeveLUp feature. These corrections apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Correcting Amendment corrects some references to the previous clearing firm for the LeveL ATS, which were inadvertently not changed in the Updating Amendment filed on September 5, 2024. These corrections can be found in Part II Item 6(c) and apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects the addition of firm VWAP orders to the existing VWAP order types and functionality and also a name change for the broker-dealer operator and its parent company. The updates with respect to the firm VWAP orders are reflected in Part III Items 7, 9, and 11 with conforming changes in Part III Items 8, 10 and 15. The updates with respect to the name changes are reflected in the following items: Part I, Items 2 and 6; Part II, Items 1, 2, 3, 4, 6 and 7; and, Part III, Items 2, 3, 7, 9, 11, 13, 14, 15, 19, 20, 21, and 22. These updates apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment describes a routing service offered by LeveL Markets to Luminex ATS Buyside Subscribers enabling such Subscribers to route orders in non-U.S. non-NMS securities to certain non-U.S. venues. With respect to employees of the broker-dealer operator that service the operations of the Luminex ATS and the routing service, no new LeveL Markets employees who are supporting the routing service are gaining access to Luminex Subscriber confidential trading information, and no current LeveL Markets employees who are supporting the routing service are being provided access to Luminex Subscriber confidential trading information who do not already have access to such information as described in this Form ATS-N. In addition, the routing service being offered is not related in any way to the trading on the NMS Stock ATS. These changes are reflected in Part II Item 6 and apply to Luminex ATS Buyside Subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment relates to the Material Amendment filed on June 24, 2024 (Accession No. 0001609177-24-000017). The amendments pertain to changes to the order priority with respect to VWAP Block and VWAP Sliced Orders, in addition to how such orders would operate in certain circumstances when a NBBO would either violate an order's limit price or cannot be determined. These changes can be found in Part III Items 7a, 9a, and 11c and apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment relates to the ability of Luminex ATS Subscribers to set. configurable basis point buffer on firm-up orders that get routed by LeveL Markets to the LeveL ATS as part of the LeveLUp service. The update is reflected in Part III Item 7a and applies to all Subscribers that are enabled for the LeveLUp feature and to the broker-dealer operator.

amendment_reason

This Material Amendment describes the ability of Subscribers to modify Firm Orders during the Negotiation Period. The changes are described in Part III Items 7a and 11c and apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment reflects a change in clearing firm for the LeveL ATS. Relevant changes can be found in Part II Item 6 and Part III Item 22. The changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment pertains to the Material Amendment filed on July 18, 2025 with respect to changes to the potential counterparty groups that LeveLUp participants can elect to match with in the LeveL ATS. These changes are described in Part III Item 7 and apply to all subscribers that use the LeveLUp feature and to the broker-dealer operator.

amendment_reason

This Material Amendment describes the inclusion of institutional accounts as Buyside Subscribers to the LeveL ATS in Part II: Item 1 regarding Broker-Dealer Operator Trading Activities on the ATS, Item 3 regarding order interaction with such Buyside Subscribers, Item 4 regarding LeveL Markets routing Buyside Subscriber orders to the ATS, Item 5 regarding a User Interface offered by LeveL Markets to Buyside Subscribers and regarding a routing service offered to institutional customers by Fidelity, a LeveL Markets affiliate, Item 6 regarding employees of LeveL Markets that support both the LeveL ATS and the activities of its Buyside Subscribers and regarding a clearing arrangement applicable to Buyside Subscribers with National Financial Services LLC (also in Part III Item 22), and Item 7 regarding the protection of confidential subscriber trading information of Buyside Subscribers in addition to other LeveL ATS subscribers; Part III: Item 1 regarding the inclusion of Asset Managers and Hedge Funds as ATS subscribers, Item 2 to reflect that LeveL Markets does not require all subscribers to be broker-dealers, including a description of due diligence process for Buyside Subscribers, and Item 5 regarding how Buyside Subscribers connect to the LeveL ATS. Part II Item 7 reflects that LeveL Markets will no longer be advertising any of the trading on the LeveL ATS on Bloomberg. Part III Item 13 notes the cessation of the previous "LeveLUp" service and related segmentation disclosures in light of the inclusion of Buyside Subscribers to the LeveL ATS. Part III Item 14 removes disclosures with respect to the previously offered LeveLUp service and related descriptions of counterparty selection. Part III Item 14 also includes the availability of a new "waterfall" feature as part of the Contra Priority List functionality. Part III Item 19 includes fees applicable to Buyside Subscribers. These changes apply to all subscribers and the broker dealer operator.

amendment_reason

This Updating Amendment is filed with respect to the Material Amendment filed on May 10, 2024 (Accession No. 0001609177-24-000011). The changes pertain to a new order type called the Implicit Limit After First Trade (ILAFT) order. A description of the new order type and an example of how it is intended to work can be found in Part III Items 7a and 9a. The Amendment also includes a description of rebates to be paid by Kezar Trading in certain circumstances and a revision to the description of commissions charged by Kezar Trading for executions in the ATS. These changes can be found in Part III Item 19. The changes in this Amendment apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Material Amendment describes changes to the default self-trade prevention settings in the Luminex ATS. The default for Buyside Subscribers will prevent self-matches between orders sent by the Buyside Subscriber via the same order entry method but will allow self-matches between orders sent by the Buyside Subscriber via different order entry methods. The default for all other Participants will allow self-matches between orders sent by that Participant via any order entry method, including the same order entry method. The new defaults, including how Buyside Subscribers and other Participants can request that the defaults be changed, are included in Part III Item 14. These changes apply to all Subscribers and to the broker-dealer operator.

amendment_reason

This Correcting Amendment pertains to Part III Items 7a, 9a, 11c, and 20 with respect to the operation of the ATS's VWAP order types during truncated VWAP periods. The changes apply to all subscribers and to the broker-dealer operator.

ats_name

LeveL Markets, LLC

ats_name

LeveL Markets

ats_name

Kezar Trading, LLC

ats_name

LeveL ATS

operator_crd

000171752

operator_name

KEZAR TRADING, LLC

operator_name

LEVEL MARKETS, LLC

order_types

Firm Orders - In a Firm Order context (see below), a Subscriber must designate an "auto-execution" quantity associated with each Firm Order entered into the System ("AutoEx Quantity"). The minimum AutoEx Quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered AutoEx Quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Subscriber firms up on a Conditional. For Firm Orders, Subscribers may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum AutoEx Quantity with which a Subscriber will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's AutoEx Quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Subscriber in a particular security. Upon a match in the System, an invitation is sent to a Subscriber that entered a Conditional subject to a match for that Subscriber to "firm-up" the Conditional with a specific share amount at which the Subscriber would be willing to trade. Subscribers who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Subscribers may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by Kezar Trading pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Subscriber's overall gross notional limit set by the Firm for each Subscriber. There is no AutoEx for Conditionals. Subscribers that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Conditional would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Subscriber who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Subscriber enters a MinQ on a Conditional and elects to firm-up (as explained below), the Subscriber must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Conditional with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Subscriber entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Subscriber without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ is set at 25,000 shares. Any change to the maximum MinQ will be disclosed in writing to Subscribers in advance of such change. For a Conditional, the entire quantity entered by the Subscriber is conditional, which gives the Subscriber the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Subscriber who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Subscribers entering Conditionals may use limit prices, entered either via the Subscriber's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Subscriber on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Subscriber's firm-up (if any) to the Luminex ATS. Any limit price entered by the Subscriber via the Luminex UI cannot violate a limit that the Subscriber entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Subscriber may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - All Luminex ATS Subscribers can elect or "opt in" to a service called "LeveLUp" that would allow the Subscriber to be able to direct that orders (in whole or in part) be routed by Kezar Trading, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS Subscribers. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. What follows is a description of the features and order parameters of the LeveL ATS that Kezar Trading will offer to Luminex ATS Subscribers that opt in to the LeveLUp feature. Kezar Trading will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Subscriber orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. Luminex Subscribers will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, Kezar Trading will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by Luminex ATS Subscribers as part of the LeveLUp functionality. Subscribers can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full as Firm Orders (all orders sent by Kezar Trading as broker-dealer operator to the LeveL ATS are Firm Orders) to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. Subscribers may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the Subscriber on each order. This functionality involves the routing of a Firm Order to the LeveL ATS with certain criteria selected by the Subscriber. If the Subscriber chooses to have their Conditionals rest on the Luminex ATS before being routed by Kezar Trading to the LeveL ATS, the Subscriber can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order will be sent by Kezar Trading to the LeveL ATS. Subscribers can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. Kezar Trading will select the lesser of the two quantities if both are selected. Subscribers can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after a Subscriber execution on the LeveL ATS before the system will request more shares from the Subscriber's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, Subscribers who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that Subscriber's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the Subscriber's entered minimum quantity, the Subscriber's minimum quantity will be reduced to match the leaves quantity. Subscribers may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. Kezar Trading would only cancel the Subscriber's order that had been routed to the LeveL ATS if required to do so, either because the Subscriber wishes to include the shares in a firm-up on the Luminex ATS or if the Subscriber's OMS or EMS requires it. All functionality must be requested by an Authorized Contact at the Subscriber to the Luminex ATS Sales department. Kezar Trading, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS Subscriber is not. At the LeveL ATS, LeveLUp orders must be Firm Orders and not Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If a Subscriber opts in for this functionality, LeveLUp orders intended to be routed directly through Kezar Trading to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS Subscriber receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the Subscriber's order, Kezar Trading can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS Subscribers interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that Subscriber will be able to size up on a match at the Luminex ATS to the total shares represented for that Subscriber in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS Subscriber has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to Kezar Trading sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by Kezar Trading to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Subscriber uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to Kezar Trading for clearance and settlement pursuant to normal Kezar Trading processes. Modifications - Firm Orders may be modified while resting on the System via cancel/replace, but not during the Negotiation Period, as defined below. For Conditionals that receive a match, the System allows the Subscriber to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Subscriber's option. Subscribers that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Subscribers that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the Subscriber has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" Subscribers, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Subscribers, reducing the share quantity to less than the 5,000 share System minimum (or the Subscriber's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher AutoEx Quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes. The functionality for Subscribers' traders to enter Firm Orders is enabled in all OMS/EMS or routers that are integrated with/connected to the System. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate a quantity associated with each Firm Order entered into the System. The minimum quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's entered quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by Kezar Trading pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ for Luminex UI users is set at 25,000 shares. The maximum MinQ for users who use order routers or trade "electronically" such as via an automated algorithm is configurable by the user but cannot exceed the share quantity of the order itself. Any change to the maximum MinQ for Luminex UI users will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers are enabled for a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by Kezar Trading, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. Enabled LeveLUp participants may opt out of the Conditional Order "mirroring" feature of LeveLUp (see below) through a request via phone or in writing (including electronically) to Luminex ATS Sales. What follows is a description of the features and order parameters of the LeveL ATS that Kezar Trading will offer to eligible Luminex ATS Participants that utilize the LeveLUp feature. Kezar Trading will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, Kezar Trading will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full either as Firm Orders or Conditionals to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. By default, any Conditionals submitted to Luminex by a LeveLUp participant will be "mirrored" in the LeveL ATS through a simultaneous route by Kezar Trading of an identical Conditional to the LeveL ATS, resulting in Conditionals resting in both the Luminex and LeveL ATSs simultaneously. LeveLUp Conditionals by default will be able to match in the LeveL ATS against Conditionals (including Firm-Up orders) only, but will be configurable to additionally allow the Conditionals to match in the LeveL ATS against Firm Orders at the request (by phone, or in writing, including electronically) of the LeveLUp participant. Upon a match in the LeveL ATS of a Conditional routed by a Luminex LeveLUp participant with an order in the LeveL ATS, the Luminex LeveLUp participant will receive a "pop up" notification in the Luminex UI indicating that they have received a match in the LeveL ATS, with the same invitation and response process as that of matches within the Luminex ATS. If the Luminex LeveLUp participant elects to firm up in response to the invitation to do so, the resulting firm-up order will be routed to the LeveL ATS. In the event there is a match of a participant's Conditional in both ATSs, the match in the Luminex ATS takes priority and no invitation will be sent with respect to the potential LeveL match. When a LeveLUp Conditional matches one or more contra side orders in the LeveL ATS, the Conditional resting on the LeveL ATS will be cancelled and an invitation will be sent to the LeveLUp participant. In such a circumstance, the Conditional resting on the Luminex ATS will be paused during the negotiation relating to the LeveLUp match. Following the conclusion of the negotiation on the LeveL ATS, the Luminex ATS Conditional could remain as an active order or remain paused, depending upon the configuration instructions for the particular trader. The firmed-up order from the Luminex LeveLUp participant can match against any eligible contra side orders in the LeveL ATS. To avoid the issue of potentially receiving duplicate executions from the same order, LeveLUp participants can enter Firm Orders that will be sent to either the Luminex ATS or to the LeveL ATS (via a route by Kezar Trading) but cannot have a Firm Order routed to both ATSs at the same time. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order or Conditional to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by Kezar Trading to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order or Conditional will be sent by Kezar Trading to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. Kezar Trading will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. Kezar Trading would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. Kezar Trading, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders can be Firm Orders or Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant utilizes this functionality, LeveLUp orders intended to be routed directly through Kezar Trading to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, Kezar Trading can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to Kezar Trading sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by Kezar Trading to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to Kezar Trading for clearance and settlement pursuant to normal Kezar Trading processes. Participants that are automatically enabled for this LeveLUp Conditional Order "mirroring" function may "opt out" of the feature by contacting Luminex ATS Sales by phone or in writing (including electronically). Modifications - Firm Orders may be modified while resting on the System via cancel/replace, but not during the Negotiation Period, as defined below. For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate a quantity associated with each Firm Order entered into the System. The minimum quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's entered quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by Kezar Trading pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ for Luminex UI users is set at 25,000 shares. The maximum MinQ for users who use order routers or trade "electronically" such as via an automated algorithm is configurable by the user but cannot exceed the share quantity of the order itself. Any change to the maximum MinQ for Luminex UI users will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers are enabled for a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by Kezar Trading, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. Enabled LeveLUp participants may opt out of the Conditional Order "mirroring" feature of LeveLUp (see below) through a request via phone or in writing (including electronically) to Luminex ATS Sales. What follows is a description of the features and order parameters of the LeveL ATS that Kezar Trading will offer to eligible Luminex ATS Participants that utilize the LeveLUp feature. Kezar Trading will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, Kezar Trading will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full either as Firm Orders or Conditionals to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. By default, any Conditionals submitted to Luminex by a LeveLUp participant will be "mirrored" in the LeveL ATS through a simultaneous route by Kezar Trading of an identical Conditional to the LeveL ATS, resulting in Conditionals resting in both the Luminex and LeveL ATSs simultaneously. LeveLUp Conditionals by default will be able to match in the LeveL ATS against Conditionals (including Firm-Up orders) only, but once firmed up will be able to execute against conditionals and firmed-up orders, as well as resting firm orders. Luminex Subscribers may allow their Conditionals to match in the LeveL ATS against Firm Orders at the request (by phone, or in writing, including electronically) of the LeveLUp participant. Upon a match in the LeveL ATS of a Conditional routed by a Luminex LeveLUp participant with an order in the LeveL ATS, the Luminex LeveLUp participant will receive a "pop up" notification in the Luminex UI indicating that they have received a match in the LeveL ATS, with the same invitation and response process as that of matches within the Luminex ATS. If the Luminex LeveLUp participant elects to firm up in response to the invitation to do so, the resulting firm-up order will be routed to the LeveL ATS and the "mirrored" resting Conditional in the Luminex ATS is paused (see below). Firmed up LeveLUp Conditionals will be eligible to interact with resting firm orders and firmed-up orders in the LeveL ATS as well as to invite additional conditional orders in LeveL. The firmed-up LeveLUp Conditional will rest for a configurable period of time, which commences upon the firm-up via the Luminex User Interface. The minimum resting period is one (1) second and the maximum resting period is to the end of that trading day. The default resting period is five (5) seconds. This resting period can be modified by Kezar Trading upon subscriber request orally or in writing (however made) to Luminex Sales. The firmed-up LeveLUp Conditional will continue to rest on the LeveL ATS and in the event of an execution, the initial execution price will become a limit price for any subsequent executions against that firmed-up order. All such subsequent executions, if any, will be against the "leaves quantity" remaining, if any, after the initial execution and must be at the limit price or better or no execution will occur. If the initial execution is for the full amount of the firmed-up order quantity and there is no balance remaining on the order, then the order terminates. The firmed-up LeveLUp Conditional is eligible for additional executions until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. All users of LeveLUp Conditionals will be eligible for this functionality but may opt out of it via an oral or written (including electronic) request to Luminex Sales. What follows is an example of how this functionality will work. If a Luminex Subscriber submits a LeveLUp Conditional to buy 100,000 shares of a security, that Conditional will post to the Luminex ATS and will simultaneously be mirrored in the LeveL ATS as described above. If that LeveLUp Conditional receives a match in the LeveL ATS and the Luminex Subscriber elects to firm-up for 100,000 shares following an invitation to do so, the Conditional resting on the Luminex ATS is paused (see below). If the initial execution of the LeveLUp Conditional on the LeveL ATS is for 10,000 shares, there will be 90,000 firm shares remaining as "active" from the original firm-up, eligible to match against other LeveL firm orders and firm-up orders. If the initial 10,000 share purchase is at a price of $10.00 per share, any subsequent executions must be for $10.00 or better. If a resulting execution price from a subsequent match would be for more than $10.00 per share, there will be no execution. As noted above, the firmed-up LeveLUp Conditional is eligible for multiple executions starting at the time of the firm-up until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. At the conclusion of the resting time period, any balance remaining on that order is cancelled back to the Subscriber or is handled pursuant to the Subscriber's leaves handling instructions. In the event there is a match of a participant's Conditional in both ATSs, the match in the Luminex ATS takes priority and no invitation will be sent with respect to the potential LeveL match. When a LeveLUp Conditional matches one or more contra side orders in the LeveL ATS, the Conditional resting on the LeveL ATS will be cancelled and an invitation will be sent to the LeveLUp participant. In such a circumstance, the Conditional resting on the Luminex ATS will be paused during the negotiation relating to the LeveLUp match. Following the conclusion of the negotiation on the LeveL ATS, the Luminex ATS Conditional could remain as an active order or remain paused, depending upon the configuration instructions for the particular trader. The firmed-up order from the Luminex LeveLUp participant can match against any eligible contra side orders in the LeveL ATS. To avoid the issue of potentially receiving duplicate executions from the same order, LeveLUp participants can enter Firm Orders that will be sent to either the Luminex ATS or to the LeveL ATS (via a route by Kezar Trading) but cannot have a Firm Order routed to both ATSs at the same time. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order or Conditional to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by Kezar Trading to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order or Conditional will be sent by Kezar Trading to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. Kezar Trading will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. Kezar Trading would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. Kezar Trading, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders can be Firm Orders or Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant utilizes this functionality, LeveLUp orders intended to be routed directly through Kezar Trading to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, Kezar Trading can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to Kezar Trading sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by Kezar Trading to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to Kezar Trading for clearance and settlement pursuant to normal Kezar Trading processes. Participants that are automatically enabled for this LeveLUp Conditional Order "mirroring" function may "opt out" of the feature by contacting Luminex ATS Sales by phone or in writing (including electronically). Modifications - Firm Orders may be modified (i.e., cancel/replace) while resting on the System or during the Negotiation Period, described more fully in Item 11c. (Firm-Up orders, by contrast, cannot be modified. Please see Item 11c.). For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

order_types

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 Block Size quantity. 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, MPID and minimum block size quantity 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 "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 Block Size instruction. The LeveL ATS, however, will accept a conditional or Firm-Up Order that includes a Minimum Quantity instruction, but it 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). 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). ORDER ROUTING: The LeveL ATS does not route any order flow. See ATS-N Part III ITM.7a for the remainder of this response.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate a quantity associated with each Firm Order entered into the System. The minimum quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's entered quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by LeveL Markets pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ for Luminex UI users is set at 25,000 shares. The maximum MinQ for users who use order routers or trade "electronically" such as via an automated algorithm is configurable by the user but cannot exceed the share quantity of the order itself. Any change to the maximum MinQ for Luminex UI users will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers are enabled for a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by LeveL Markets, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. Enabled LeveLUp participants may opt out of the Conditional Order "mirroring" feature of LeveLUp (see below) through a request via phone or in writing (including electronically) to Luminex ATS Sales. What follows is a description of the features and order parameters of the LeveL ATS that LeveL Markets will offer to eligible Luminex ATS Participants that utilize the LeveLUp feature. LeveL Markets will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, LeveL Markets will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full either as Firm Orders or Conditionals to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. By default, any Conditionals submitted to Luminex by a LeveLUp participant will be "mirrored" in the LeveL ATS through a simultaneous route by LeveL Markets of an identical Conditional to the LeveL ATS, resulting in Conditionals resting in both the Luminex and LeveL ATSs simultaneously. LeveLUp Conditionals by default will be able to match in the LeveL ATS against Conditionals (including Firm-Up orders) only, but once firmed up will be able to execute against conditionals and firmed-up orders, as well as resting firm orders. Luminex Subscribers may allow their Conditionals to match in the LeveL ATS against Firm Orders at the request (by phone, or in writing, including electronically) of the LeveLUp participant. Upon a match in the LeveL ATS of a Conditional routed by a Luminex LeveLUp participant with an order in the LeveL ATS, the Luminex LeveLUp participant will receive a "pop up" notification in the Luminex UI indicating that they have received a match in the LeveL ATS, with the same invitation and response process as that of matches within the Luminex ATS. If the Luminex LeveLUp participant elects to firm up in response to the invitation to do so, the resulting firm-up order will be routed to the LeveL ATS and the "mirrored" resting Conditional in the Luminex ATS is paused (see below). Firmed up LeveLUp Conditionals will be eligible to interact with resting firm orders and firmed-up orders in the LeveL ATS as well as to invite additional conditional orders in LeveL. The firmed-up LeveLUp Conditional will rest for a configurable period of time, which commences upon the firm-up via the Luminex User Interface. The minimum resting period is one (1) second and the maximum resting period is to the end of that trading day. The default resting period is five (5) seconds. This resting period can be modified by LeveL Markets upon subscriber request orally or in writing (however made) to Luminex Sales. The firmed-up LeveLUp Conditional will continue to rest on the LeveL ATS and in the event of an execution, the Subscriber has the ability to set a configurable basis point buffer (initially set at 20 basis points but configurable upon request to a maximum of 100 basis points) tied to the NBBO midpoint at the time of the firm-up that gets routed by LeveL Markets to the LeveL ATS on behalf of the Subscriber such that any subsequent executions against the balance (leaves quantity) of the order will be capped at the calculated limit price based upon the criteria requested by the trader. The buffer is set above the NBBO midpoint for buy orders and below the NBBO midpoint for sell orders. Such requests to utilize the basis point buffer can be made via phone or electronically to Luminex Sales and are set at the trader level and not on an order-by-order basis. If the Subscriber requests to use the basis point buffer, the following describes how the buffer would work. If the NBBO midpoint at the time of the firm-up is $10.00 per share and the Luminex Subscriber uses a value of 100 basis points (which equates to one percent) as the price buffer on the firm-up order, the calculated limit price on that order would be $10.10, which would be the limit price sent on the initial firm-up. Any executions against the remaining balance of that order could only occur at or below that limit price; if the potential execution price moved beyond the $10.10 limit, the order would not be marketable and would not receive any execution beyond the $10.10 limit price. Unless the Subscriber elects to use the basis point buffer, the initial execution price will become a limit price for any subsequent executions against that firmed-up order. All such subsequent executions, if any, will be against the "leaves quantity" remaining, if any, after the initial execution and (like the basis point buffer example above) must be at the limit price or better or no execution will occur. If the initial execution is for the full amount of the firmed-up order quantity and there is no balance remaining on the order, then the order terminates. The firmed-up LeveLUp Conditional is eligible for additional executions until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. All users of LeveLUp Conditionals will be eligible for this functionality but may opt out of it via an oral or written (including electronic) request to Luminex Sales. All LeveLUp orders routed to the LeveL ATS on behalf of Luminex Subscribers are subject to the order priority and other operational rules of the LeveL ATS. Please see the LeveL ATS Form ATS-N for a full discussion of the operations of the LeveL ATS. What follows is an example of how this functionality will work. If a Luminex Subscriber submits a LeveLUp Conditional to buy 100,000 shares of a security, that Conditional will post to the Luminex ATS and will simultaneously be mirrored in the LeveL ATS as described above. If that LeveLUp Conditional receives a match in the LeveL ATS and the Luminex Subscriber elects to firm-up for 100,000 shares following an invitation to do so, the Conditional resting on the Luminex ATS is paused (see below). If the initial execution of the LeveLUp Conditional on the LeveL ATS is for 10,000 shares, there will be 90,000 firm shares remaining as "active" from the original firm-up, eligible to match against other LeveL firm orders and firm-up orders. As discussed above, if the trader utilizes the basis point buffer, then any potential executions against the remaining balance (leaves quantity) of the order would have to be at or below that calculated limit price (for a buy order - at or above that calculated limit order price for a sell order) or the executions would not occur. If the trader does not elect to utilize the price buffer and the initial 10,000 share purchase is at a price of $10.00 per share, any subsequent executions must be for $10.00 or better. If a resulting execution price from a subsequent match would be for more than $10.00 per share, there will be no execution. As noted above, the firmed-up LeveLUp Conditional is eligible for multiple executions starting at the time of the firm-up until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. At the conclusion of the resting time period, any balance remaining on that order is cancelled back to the Subscriber or is handled pursuant to the Subscriber's leaves handling instructions. In the event there is a match of a participant's Conditional in both ATSs, the match in the Luminex ATS takes priority and no invitation will be sent with respect to the potential LeveL match. When a LeveLUp Conditional matches one or more contra side orders in the LeveL ATS, the Conditional resting on the LeveL ATS will be cancelled and an invitation will be sent to the LeveLUp participant. In such a circumstance, the Conditional resting on the Luminex ATS will be paused during the negotiation relating to the LeveLUp match. Following the conclusion of the negotiation on the LeveL ATS, the Luminex ATS Conditional could remain as an active order or remain paused, depending upon the configuration instructions for the particular trader. The firmed-up order from the Luminex LeveLUp participant can match against any eligible contra side orders in the LeveL ATS. To avoid the issue of potentially receiving duplicate executions from the same order, LeveLUp participants can enter Firm Orders that will be sent to either the Luminex ATS or to the LeveL ATS (via a route by LeveL Markets) but cannot have a Firm Order routed to both ATSs at the same time. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order or Conditional to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by LeveL Markets to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order or Conditional will be sent by LeveL Markets to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. LeveL Markets will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. LeveL Markets would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. LeveL Markets, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders can be Firm Orders or Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant utilizes this functionality, LeveLUp orders intended to be routed directly through LeveL Markets to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, LeveL Markets can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to LeveL Markets sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by LeveL Markets to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to LeveL Markets for clearance and settlement pursuant to normal LeveL Markets processes. Participants that are automatically enabled for this LeveLUp Conditional Order "mirroring" function may "opt out" of the feature by contacting Luminex ATS Sales by phone or in writing (including electronically). Modifications - Firm Orders may be modified (i.e., cancel/replace) while resting on the System or during the Negotiation Period, described more fully in Item 11c. (Firm-Up orders, by contrast, cannot be modified. Please see Item 11c.). For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate a quantity associated with each Firm Order entered into the System. The minimum quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's entered quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by LeveL Markets pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ for Luminex UI users is set at 25,000 shares. The maximum MinQ for users who use order routers or trade "electronically" such as via an automated algorithm is configurable by the user but cannot exceed the share quantity of the order itself. Any change to the maximum MinQ for Luminex UI users will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers are enabled for a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by LeveL Markets, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. Enabled LeveLUp participants may opt out of the Conditional Order "mirroring" feature of LeveLUp (see below) through a request via phone or in writing (including electronically) to Luminex ATS Sales. What follows is a description of the features and order parameters of the LeveL ATS that LeveL Markets will offer to eligible Luminex ATS Participants that utilize the LeveLUp feature. LeveL Markets previously offered LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reached the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as electronic market makers. LeveL Markets is no longer supporting these "legacy" order flow segments in the LeveL ATS and has instituted a new "channel-based" methodology of partitioning LeveL ATS subscriber order flow into discreet channels based upon trading behaviors, business units within the subscriber's organization, or a combination thereof. (See the LeveL ATS Form ATS-N for a full description of this new functionality.). LeveL Markets has mapped these two "legacy" counterparty groups into channel-based equivalents, and orders from existing LeveLUp participants will interact with either the channel equivalent to the "BD/Agency Algo/Smart Order Router" segment or the channel equivalent to "BD/Agency Algo/Smart Order Router and Electronic Market Makers." New LeveLUp participants will be able to elect one of these two counterparty channels (a channel-based equivalent of the legacy BD/Agency Algo/Smart Order Router or a channel-based equivalent of the legacy BD/Agency Algo/Smart Order Router plus Electronic Market Makers). As disclosed in the LeveL ATS Form ATS-N (see Items 13 and 14), LeveL Markets has the discretion to create new channels or combine existing channels without notice, including channels associated with LeveLUp participants. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, LeveL Markets only supports Day orders for LeveLUp. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full either as Firm Orders or Conditionals to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. By default, any Conditionals submitted to Luminex by a LeveLUp participant will be "mirrored" in the LeveL ATS through a simultaneous route by LeveL Markets of an identical Conditional to the LeveL ATS, resulting in Conditionals resting in both the Luminex and LeveL ATSs simultaneously. LeveLUp Conditionals by default will be able to match in the LeveL ATS against Conditionals (including Firm-Up orders) only, but once firmed up will be able to execute against conditionals and firmed-up orders, as well as resting firm orders. Luminex Subscribers may allow their Conditionals to match in the LeveL ATS against Firm Orders at the request (by phone, or in writing, including electronically) of the LeveLUp participant. Upon a match in the LeveL ATS of a Conditional routed by a Luminex LeveLUp participant with an order in the LeveL ATS, the Luminex LeveLUp participant will receive a "pop up" notification in the Luminex UI indicating that they have received a match in the LeveL ATS, with the same invitation and response process as that of matches within the Luminex ATS. If the Luminex LeveLUp participant elects to firm up in response to the invitation to do so, the resulting firm-up order will be routed to the LeveL ATS and the "mirrored" resting Conditional in the Luminex ATS is paused (see below). Firmed up LeveLUp Conditionals will be eligible to interact with resting firm orders and firmed-up orders in the LeveL ATS as well as to invite additional conditional orders in LeveL. The firmed-up LeveLUp Conditional will rest for a configurable period of time, which commences upon the firm-up via the Luminex User Interface. The minimum resting period is one (1) second and the maximum resting period is to the end of that trading day. The default resting period is five (5) seconds. This resting period can be modified by LeveL Markets upon subscriber request orally or in writing (however made) to Luminex Sales. The firmed-up LeveLUp Conditional will continue to rest on the LeveL ATS and in the event of an execution, the Subscriber has the ability to set a configurable basis point buffer (initially set at 20 basis points but configurable upon request to a maximum of 100 basis points) tied to the NBBO midpoint at the time of the firm-up that gets routed by LeveL Markets to the LeveL ATS on behalf of the Subscriber such that any subsequent executions against the balance (leaves quantity) of the order will be capped at the calculated limit price based upon the criteria requested by the trader. The buffer is set above the NBBO midpoint for buy orders and below the NBBO midpoint for sell orders. Such requests to utilize the basis point buffer can be made via phone or electronically to Luminex Sales and are set at the trader level and not on an order-by-order basis. If the Subscriber requests to use the basis point buffer, the following describes how the buffer would work. If the NBBO midpoint at the time of the firm-up is $10.00 per share and the Luminex Subscriber uses a value of 100 basis points (which equates to one percent) as the price buffer on the firm-up order, the calculated limit price on that order would be $10.10, which would be the limit price sent on the initial firm-up. Any executions against the remaining balance of that order could only occur at or below that limit price; if the potential execution price moved beyond the $10.10 limit, the order would not be marketable and would not receive any execution beyond the $10.10 limit price. Unless the Subscriber elects to use the basis point buffer, the initial execution price will become a limit price for any subsequent executions against that firmed-up order. All such subsequent executions, if any, will be against the "leaves quantity" remaining, if any, after the initial execution and (like the basis point buffer example above) must be at the limit price or better or no execution will occur. If the initial execution is for the full amount of the firmed-up order quantity and there is no balance remaining on the order, then the order terminates. The firmed-up LeveLUp Conditional is eligible for additional executions until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. All users of LeveLUp Conditionals will be eligible for this functionality but may opt out of it via an oral or written (including electronic) request to Luminex Sales. All LeveLUp orders routed to the LeveL ATS on behalf of Luminex Subscribers are subject to the order priority and other operational rules of the LeveL ATS. Please see the LeveL ATS Form ATS-N for a full discussion of the operations of the LeveL ATS. What follows is an example of how this functionality will work. If a Luminex Subscriber submits a LeveLUp Conditional to buy 100,000 shares of a security, that Conditional will post to the Luminex ATS and will simultaneously be mirrored in the LeveL ATS as described above. If that LeveLUp Conditional receives a match in the LeveL ATS and the Luminex Subscriber elects to firm-up for 100,000 shares following an invitation to do so, the Conditional resting on the Luminex ATS is paused (see below). If the initial execution of the LeveLUp Conditional on the LeveL ATS is for 10,000 shares, there will be 90,000 firm shares remaining as "active" from the original firm-up, eligible to match against other LeveL firm orders and firm-up orders. As discussed above, if the trader utilizes the basis point buffer, then any potential executions against the remaining balance (leaves quantity) of the order would have to be at or below that calculated limit price (for a buy order - at or above that calculated limit order price for a sell order) or the executions would not occur. If the trader does not elect to utilize the price buffer and the initial 10,000 share purchase is at a price of $10.00 per share, any subsequent executions must be for $10.00 or better. If a resulting execution price from a subsequent match would be for more than $10.00 per share, there will be no execution. As noted above, the firmed-up LeveLUp Conditional is eligible for multiple executions starting at the time of the firm-up until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. At the conclusion of the resting time period, any balance remaining on that order is cancelled back to the Subscriber or is handled pursuant to the Subscriber's leaves handling instructions. In the event there is a match of a participant's Conditional in both ATSs, the match in the Luminex ATS takes priority and no invitation will be sent with respect to the potential LeveL match. When a LeveLUp Conditional matches one or more contra side orders in the LeveL ATS, the Conditional resting on the LeveL ATS will be cancelled and an invitation will be sent to the LeveLUp participant. In such a circumstance, the Conditional resting on the Luminex ATS will be paused during the negotiation relating to the LeveLUp match. Following the conclusion of the negotiation on the LeveL ATS, the Luminex ATS Conditional could remain as an active order or remain paused, depending upon the configuration instructions for the particular trader. The firmed-up order from the Luminex LeveLUp participant can match against any eligible contra side orders in the LeveL ATS. To avoid the issue of potentially receiving duplicate executions from the same order, LeveLUp participants can enter Firm Orders that will be sent to either the Luminex ATS or to the LeveL ATS (via a route by LeveL Markets) but cannot have a Firm Order routed to both ATSs at the same time. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order or Conditional to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by LeveL Markets to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order or Conditional will be sent by LeveL Markets to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. LeveL Markets will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. LeveL Markets would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. LeveL Markets, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders can be Firm Orders or Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant utilizes this functionality, LeveLUp orders intended to be routed directly through LeveL Markets to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, LeveL Markets can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to LeveL Markets sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by LeveL Markets to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to LeveL Markets for clearance and settlement pursuant to normal LeveL Markets processes. Participants that are automatically enabled for this LeveLUp Conditional Order "mirroring" function may "opt out" of the feature by contacting Luminex ATS Sales by phone or in writing (including electronically). Modifications - Firm Orders may be modified (i.e., cancel/replace) while resting on the System or during the Negotiation Period, described more fully in Item 11c. (Firm-Up orders, by contrast, cannot be modified. Please see Item 11c.). For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

order_types

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, Kezar Trading 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 Kezar Trading, however made, Kezar Trading 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 Block Size quantity. 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, MPID and minimum block size quantity 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 "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 Block Size instruction. The LeveL ATS, however, will accept a conditional or Firm-Up Order that includes a Minimum Quantity instruction, but it 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). 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). ORDER ROUTING: The LeveL ATS does not route any order flow. See ATS-N Part III ITM.7a for the remainder of this response.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate an "auto-execution" quantity associated with each Firm Order entered into the System ("AutoEx Quantity"). The minimum AutoEx Quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered AutoEx Quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum AutoEx Quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's AutoEx Quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by Kezar Trading pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. There is no AutoEx for Conditionals. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ is set at 25,000 shares. Any change to the maximum MinQ will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers can elect or "opt in" to a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by Kezar Trading, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. What follows is a description of the features and order parameters of the LeveL ATS that Kezar Trading will offer to eligible Luminex ATS Participants that opt in to the LeveLUp feature. Kezar Trading will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, Kezar Trading will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full as Firm Orders (all orders sent by Kezar Trading as broker-dealer operator to the LeveL ATS are Firm Orders) to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by Kezar Trading to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order will be sent by Kezar Trading to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. Kezar Trading will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. Kezar Trading would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. All functionality must be requested by an Authorized Contact at the participant to the Luminex ATS Sales department. Kezar Trading, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders must be Firm Orders and not Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant opts in for this functionality, LeveLUp orders intended to be routed directly through Kezar Trading to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, Kezar Trading can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to Kezar Trading sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by Kezar Trading to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to Kezar Trading for clearance and settlement pursuant to normal Kezar Trading processes. Modifications - Firm Orders may be modified while resting on the System via cancel/replace, but not during the Negotiation Period, as defined below. For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher AutoEx Quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

order_types

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, Kezar Trading 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 Kezar Trading, however made, Kezar Trading 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 Block Size quantity. 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. 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, MPID and minimum block size quantity 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 "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 Block Size instruction. The LeveL ATS, however, will accept a conditional or Firm-Up Order that includes a Minimum Quantity instruction, but it 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). 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). ORDER ROUTING: The LeveL ATS does not route any order flow. See ATS-N Part III ITM.7a for the remainder of this response.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate a quantity associated with each Firm Order entered into the System. The minimum quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's entered quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by Kezar Trading pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ for Luminex UI users is set at 25,000 shares. The maximum MinQ for users who use order routers or trade "electronically" such as via an automated algorithm is configurable by the user but cannot exceed the share quantity of the order itself. Any change to the maximum MinQ for Luminex UI users will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers are enabled for a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by Kezar Trading, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. Enabled LeveLUp participants may opt out of the Conditional Order "mirroring" feature of LeveLUp (see below) through a request via phone or in writing (including electronically) to Luminex ATS Sales. What follows is a description of the features and order parameters of the LeveL ATS that Kezar Trading will offer to eligible Luminex ATS Participants that utilize the LeveLUp feature. Kezar Trading will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, Kezar Trading will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full either as Firm Orders or Conditionals to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. By default, any Conditionals submitted to Luminex by a LeveLUp participant will be "mirrored" in the LeveL ATS through a simultaneous route by Kezar Trading of an identical Conditional to the LeveL ATS, resulting in Conditionals resting in both the Luminex and LeveL ATSs simultaneously. LeveLUp Conditionals by default will be able to match in the LeveL ATS against Conditionals (including Firm-Up orders) only, but once firmed up will be able to execute against conditionals and firmed-up orders, as well as resting firm orders. Luminex Subscribers may allow their Conditionals to match in the LeveL ATS against Firm Orders at the request (by phone, or in writing, including electronically) of the LeveLUp participant. Upon a match in the LeveL ATS of a Conditional routed by a Luminex LeveLUp participant with an order in the LeveL ATS, the Luminex LeveLUp participant will receive a "pop up" notification in the Luminex UI indicating that they have received a match in the LeveL ATS, with the same invitation and response process as that of matches within the Luminex ATS. If the Luminex LeveLUp participant elects to firm up in response to the invitation to do so, the resulting firm-up order will be routed to the LeveL ATS and the "mirrored" resting Conditional in the Luminex ATS is paused (see below). Firmed up LeveLUp Conditionals will be eligible to interact with resting firm orders and firmed-up orders in the LeveL ATS as well as to invite additional conditional orders in LeveL. The firmed-up LeveLUp Conditional will rest for a configurable period of time, which commences upon the firm-up via the Luminex User Interface. The minimum resting period is one (1) second and the maximum resting period is to the end of that trading day. The default resting period is five (5) seconds. This resting period can be modified by Kezar Trading upon subscriber request orally or in writing (however made) to Luminex Sales. The firmed-up LeveLUp Conditional will continue to rest on the LeveL ATS and in the event of an execution, the initial execution price will become a limit price for any subsequent executions against that firmed-up order. All such subsequent executions, if any, will be against the "leaves quantity" remaining, if any, after the initial execution and must be at the limit price or better or no execution will occur. If the initial execution is for the full amount of the firmed-up order quantity and there is no balance remaining on the order, then the order terminates. The firmed-up LeveLUp Conditional is eligible for additional executions until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. All users of LeveLUp Conditionals will be eligible for this functionality but may opt out of it via an oral or written (including electronic) request to Luminex Sales. What follows is an example of how this functionality will work. If a Luminex Subscriber submits a LeveLUp Conditional to buy 100,000 shares of a security, that Conditional will post to the Luminex ATS and will simultaneously be mirrored in the LeveL ATS as described above. If that LeveLUp Conditional receives a match in the LeveL ATS and the Luminex Subscriber elects to firm-up for 100,000 shares following an invitation to do so, the Conditional resting on the Luminex ATS is paused (see below). If the initial execution of the LeveLUp Conditional on the LeveL ATS is for 10,000 shares, there will be 90,000 firm shares remaining as "active" from the original firm-up, eligible to match against other LeveL firm orders and firm-up orders. If the initial 10,000 share purchase is at a price of $10.00 per share, any subsequent executions must be for $10.00 or better. If a resulting execution price from a subsequent match would be for more than $10.00 per share, there will be no execution. As noted above, the firmed-up LeveLUp Conditional is eligible for multiple executions starting at the time of the firm-up until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. At the conclusion of the resting time period, any balance remaining on that order is cancelled back to the Subscriber or is handled pursuant to the Subscriber's leaves handling instructions. In the event there is a match of a participant's Conditional in both ATSs, the match in the Luminex ATS takes priority and no invitation will be sent with respect to the potential LeveL match. When a LeveLUp Conditional matches one or more contra side orders in the LeveL ATS, the Conditional resting on the LeveL ATS will be cancelled and an invitation will be sent to the LeveLUp participant. In such a circumstance, the Conditional resting on the Luminex ATS will be paused during the negotiation relating to the LeveLUp match. Following the conclusion of the negotiation on the LeveL ATS, the Luminex ATS Conditional could remain as an active order or remain paused, depending upon the configuration instructions for the particular trader. The firmed-up order from the Luminex LeveLUp participant can match against any eligible contra side orders in the LeveL ATS. To avoid the issue of potentially receiving duplicate executions from the same order, LeveLUp participants can enter Firm Orders that will be sent to either the Luminex ATS or to the LeveL ATS (via a route by Kezar Trading) but cannot have a Firm Order routed to both ATSs at the same time. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order or Conditional to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by Kezar Trading to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order or Conditional will be sent by Kezar Trading to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. Kezar Trading will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. Kezar Trading would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. Kezar Trading, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders can be Firm Orders or Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant utilizes this functionality, LeveLUp orders intended to be routed directly through Kezar Trading to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, Kezar Trading can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to Kezar Trading sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by Kezar Trading to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to Kezar Trading for clearance and settlement pursuant to normal Kezar Trading processes. Participants that are automatically enabled for this LeveLUp Conditional Order "mirroring" function may "opt out" of the feature by contacting Luminex ATS Sales by phone or in writing (including electronically). Modifications - Firm Orders may be modified while resting on the System via cancel/replace, but not during the Negotiation Period, as defined below. For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

order_types

Firm Orders - In a Firm Order context (see below), a Participant must designate a quantity associated with each Firm Order entered into the System. The minimum quantity is the System minimum trade size of 5,000 shares. A "Firm Order" is a fully executable order that can execute in full at the entered quantity upon a match in the System if the contra side order is another Firm Order or if the contra side Participant firms up on a Conditional. For Firm Orders, Participants may specify a minimum quantity at which they are willing to trade ("MinQ") on an order-by-order basis, which must be equal or greater than 5,000 shares. For Firm Orders, MinQ specifies the minimum quantity with which a Participant will interact and does not allow for the aggregation of contra-side orders to satisfy an order's MinQ requirement. For example, an order with a MinQ of 21,000 shares would not interact with three 7,000 share Firm Orders. An order's MinQ cannot exceed the order's entered quantity. All unexecuted orders may be cancelled prior to matching (as discussed below) by timely submission to the System of cancellation instructions. Conditionals - A "Conditional" is a representation of potential trading interest by a Participant in a particular security. The functionality for Conditionals has been made available to all Subscribers but not all Subscribers use the Conditional functionality. Please see also Part III Item 9. Upon a match in the System, an invitation is sent to a Participant that entered a Conditional subject to a match for that Participant to "firm-up" the Conditional with a specific share amount at which the Participant would be willing to trade. Participants who enter Conditionals are presented with the opportunity to trade but not an obligation to do so, as such Participants may either actively decline the invitation or allow the invitation to "time out" following the end of the Negotiation Period as defined herein. The minimum trade size for Conditionals is also 5,000 shares, and there is no maximum quantity, although each order is bound by applicable pre-trade Market Access limits established by LeveL Markets pursuant to SEC Rule 15c3-5 (the "Market Access Rule"). Such limits in this specific case include overall share size limits in relation to a security's average daily volume, total order notional size limits (meaning, the share volume of the order multiplied by the current price of the security), and the notional size of the order in relation to the Participant's overall gross notional limit set by the Firm for each Participant. Participants that enter a Conditional may also enter a MinQ, which specifies the minimum size of a contra-side order with which the Participant would be willing to potentially trade. The MinQ for Conditionals must be greater than 5,000 shares. A Participant who enters a Conditional with a MinQ will not be presented with invitations to trade against contra-side orders with a Top Quantity that is less than the MinQ of the Conditional. If a Participant enters a MinQ on a Conditional and elects to firm-up (as explained below), the Participant must firm-up for at least the MinQ amount. Potential information leakage could occur if a Subscriber enters a Participant with a very large MinQ to probe whether there is an equally large order or Conditional on the contra side to potentially match against. If that large Conditional matches a similarly sized contra side order or Conditional, the Participant entering the Conditional (as described below) could decline a match and thus learn of large trading interest by another Participant without having had to effect a transaction in the System. In order to reasonably prevent such information leakage, the System caps the maximum size for the MinQ for Firm Orders and Conditionals. The maximum MinQ for Luminex UI users is set at 25,000 shares. The maximum MinQ for users who use order routers or trade "electronically" such as via an automated algorithm is configurable by the user but cannot exceed the share quantity of the order itself. Any change to the maximum MinQ for Luminex UI users will be disclosed in writing to Participants in advance of such change. For a Conditional, the entire quantity entered by the Participant is conditional, which gives the Participant the option, but not the obligation, to trade following a match of eligible orders or trading interest and the receipt of an invitation to trade. As described more fully below, a Participant who enters a Conditional may still decline an invitation to trade even if the contra side order's Top Quantity exceeds the MinQ of the Conditional. Participants entering Conditionals may use limit prices, entered either via the Participant's OMS, EMS, or third-party or broker-dealer router or via the Luminex UI after the Conditional has been entered by the Participant on the Luminex ATS. Upon a match, the System will recall the entered limit price and route that limit price with the Participant's firm-up (if any) to the Luminex ATS. Any limit price entered by the Participant via the Luminex UI cannot violate a limit that the Participant entered for that Conditional via its OMS, EMS, or third-party or broker-dealer router. Order Types - All orders or trading interest entered into the System are pegged, for order matching purposes, to the midpoint of the national best bid or offer ("NBBO") with the reference price calculation excluding (i) any manual quotations that have crossed the market and (ii) the quotations of any automated trading center with respect to which the Firm has declared self-help. A Participant may designate a limit price for each order or Conditional. Orders and Conditionals may only have a time-in-force of Day. All orders are either executed in the System or cancelled. LeveLUp - Luminex ATS Buyside Subscribers and Transition Management Brokers and Outsourced Trading Brokers are enabled for a service called "LeveLUp" that would allow them to be able to direct that orders (in whole or in part) be routed by LeveL Markets, as broker-dealer operator, from the Luminex ATS to the LeveL ATS. The handling of such routed orders will be governed by the rules and policies of the LeveL ATS once the order is entered into the LeveL ATS. While the LeveL ATS makes all of its features available to all LeveL ATS Subscribers, not all LeveL ATS features will be available to Luminex ATS LeveLUp users. Please see the LeveL ATS Form ATS-N for a full description of all LeveL ATS rules and policies. Enabled LeveLUp participants may opt out of the Conditional Order "mirroring" feature of LeveLUp (see below) through a request via phone or in writing (including electronically) to Luminex ATS Sales. What follows is a description of the features and order parameters of the LeveL ATS that LeveL Markets will offer to eligible Luminex ATS Participants that utilize the LeveLUp feature. LeveL Markets will offer LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS Participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow, or that segment as well as external market makers. LeveLUp participants will also be able to request to interact with or not interact with specific LeveL ATS counterparties by submitting requests in writing to the Luminex ATS Sales team. While the LeveL ATS accepts Day, "Good Til Time," and "Immediate or Cancel" orders, LeveL Markets will only support Day orders for LeveLUp during the initial roll-out of the service. Conditionals or Firm Orders can be used by eligible Luminex ATS Participants as part of the LeveLUp functionality. LeveLUp Participants can set system parameters such that all of their Firm Orders or Conditionals sent to Luminex would be immediately routed in full either as Firm Orders or Conditionals to the LeveL ATS without interacting with the Luminex ATS, be routed to the LeveL ATS after resting first at Luminex (Conditionals only) for a configurable time period if the order does not receive an execution on the Luminex ATS, or be routed to the LeveL ATS following a partial execution at the Luminex ATS. By default, any Conditionals submitted to Luminex by a LeveLUp participant will be "mirrored" in the LeveL ATS through a simultaneous route by LeveL Markets of an identical Conditional to the LeveL ATS, resulting in Conditionals resting in both the Luminex and LeveL ATSs simultaneously. LeveLUp Conditionals by default will be able to match in the LeveL ATS against Conditionals (including Firm-Up orders) only, but once firmed up will be able to execute against conditionals and firmed-up orders, as well as resting firm orders. Luminex Subscribers may allow their Conditionals to match in the LeveL ATS against Firm Orders at the request (by phone, or in writing, including electronically) of the LeveLUp participant. Upon a match in the LeveL ATS of a Conditional routed by a Luminex LeveLUp participant with an order in the LeveL ATS, the Luminex LeveLUp participant will receive a "pop up" notification in the Luminex UI indicating that they have received a match in the LeveL ATS, with the same invitation and response process as that of matches within the Luminex ATS. If the Luminex LeveLUp participant elects to firm up in response to the invitation to do so, the resulting firm-up order will be routed to the LeveL ATS and the "mirrored" resting Conditional in the Luminex ATS is paused (see below). Firmed up LeveLUp Conditionals will be eligible to interact with resting firm orders and firmed-up orders in the LeveL ATS as well as to invite additional conditional orders in LeveL. The firmed-up LeveLUp Conditional will rest for a configurable period of time, which commences upon the firm-up via the Luminex User Interface. The minimum resting period is one (1) second and the maximum resting period is to the end of that trading day. The default resting period is five (5) seconds. This resting period can be modified by LeveL Markets upon subscriber request orally or in writing (however made) to Luminex Sales. The firmed-up LeveLUp Conditional will continue to rest on the LeveL ATS and in the event of an execution, the initial execution price will become a limit price for any subsequent executions against that firmed-up order. All such subsequent executions, if any, will be against the "leaves quantity" remaining, if any, after the initial execution and must be at the limit price or better or no execution will occur. If the initial execution is for the full amount of the firmed-up order quantity and there is no balance remaining on the order, then the order terminates. The firmed-up LeveLUp Conditional is eligible for additional executions until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. All users of LeveLUp Conditionals will be eligible for this functionality but may opt out of it via an oral or written (including electronic) request to Luminex Sales. What follows is an example of how this functionality will work. If a Luminex Subscriber submits a LeveLUp Conditional to buy 100,000 shares of a security, that Conditional will post to the Luminex ATS and will simultaneously be mirrored in the LeveL ATS as described above. If that LeveLUp Conditional receives a match in the LeveL ATS and the Luminex Subscriber elects to firm-up for 100,000 shares following an invitation to do so, the Conditional resting on the Luminex ATS is paused (see below). If the initial execution of the LeveLUp Conditional on the LeveL ATS is for 10,000 shares, there will be 90,000 firm shares remaining as "active" from the original firm-up, eligible to match against other LeveL firm orders and firm-up orders. If the initial 10,000 share purchase is at a price of $10.00 per share, any subsequent executions must be for $10.00 or better. If a resulting execution price from a subsequent match would be for more than $10.00 per share, there will be no execution. As noted above, the firmed-up LeveLUp Conditional is eligible for multiple executions starting at the time of the firm-up until the conclusion of the specified resting period for that order (either the default of five (5) seconds or a different period if specified by the Luminex Subscriber) or until the leaves quantity on the order is exhausted. At the conclusion of the resting time period, any balance remaining on that order is cancelled back to the Subscriber or is handled pursuant to the Subscriber's leaves handling instructions. In the event there is a match of a participant's Conditional in both ATSs, the match in the Luminex ATS takes priority and no invitation will be sent with respect to the potential LeveL match. When a LeveLUp Conditional matches one or more contra side orders in the LeveL ATS, the Conditional resting on the LeveL ATS will be cancelled and an invitation will be sent to the LeveLUp participant. In such a circumstance, the Conditional resting on the Luminex ATS will be paused during the negotiation relating to the LeveLUp match. Following the conclusion of the negotiation on the LeveL ATS, the Luminex ATS Conditional could remain as an active order or remain paused, depending upon the configuration instructions for the particular trader. The firmed-up order from the Luminex LeveLUp participant can match against any eligible contra side orders in the LeveL ATS. To avoid the issue of potentially receiving duplicate executions from the same order, LeveLUp participants can enter Firm Orders that will be sent to either the Luminex ATS or to the LeveL ATS (via a route by LeveL Markets) but cannot have a Firm Order routed to both ATSs at the same time. LeveLUp participants may also select orders for routing to the LeveL ATS on an order-by-order basis, the parameters for which are all determined by the participant on each order. This functionality involves the routing of a Firm Order or Conditional to the LeveL ATS with certain criteria selected by the LeveLUp participant. If the LeveLUp participant chooses to have their Conditionals rest on the Luminex ATS before being routed by LeveL Markets to the LeveL ATS, the participant can set a "LeveLUp Wait Time," which is the amount of time that a Conditional will rest at the Luminex ATS before a Firm Order or Conditional will be sent by LeveL Markets to the LeveL ATS. LeveLUp participants can also set a share amount or a quantity percentage amount of their Firm Order or Conditional to be routed to the LeveL ATS. LeveL Markets will select the lesser of the two quantities if both are selected. LeveLUp participants can select a minimum required quantity for executions of their orders on the LeveL ATS, can set a limit, select a LeveL ATS order type (primary peg, midpoint peg, or market peg), and a "reload after completion" time which is a configurable period of time after an execution on the LeveL ATS before the system will request more shares from the participant's resting Firm Order or Conditional on the Luminex ATS (if any) to be routed to the LeveL ATS. If at least 5,000 shares remain resting at the Luminex ATS relating to an order routed to the LeveL ATS, participants who receive a match on the resting shares at the Luminex ATS will have the ability to firm up for the total unexecuted quantities at both venues relating to that participant's original Firm Order or Conditional. If the leaves quantity on a LeveLUp order following an execution is less than the participant's entered minimum quantity, the participant's minimum quantity will be reduced to match the leaves quantity. Participants may cancel their LeveLUp orders via their OMS, EMS, or router or via the Luminex UI. LeveL Markets would only cancel the LeveLUp participant's order that had been routed to the LeveL ATS if required to do so, either because the participant wishes to include the shares in a firm-up on the Luminex ATS or if the participant's OMS or EMS requires it. LeveL Markets, in its capacity as a broker-dealer and the broker-dealer operator of the Luminex ATS, is the Subscriber to the LeveL ATS for the purposes of LeveLUp and the Luminex ATS participant is not. At the LeveL ATS, LeveLUp orders can be Firm Orders or Conditionals. LeveLUp orders intended to rest first on the Luminex ATS must be for 5,000 shares or more, the Luminex ATS minimum order size. (See Part III Item 8 below.) If an eligible participant utilizes this functionality, LeveLUp orders intended to be routed directly through LeveL Markets to the LeveL ATS can be for less than 5,000 shares and must comply with the LeveL order size requirements. If a Luminex ATS participant receives a LeveLUp-related execution in the Luminex ATS which leaves less than 5,000 shares on the participant's order, LeveL Markets can still route that order to the LeveL ATS even though it is for less than the Luminex ATS system minimum. Luminex ATS participants interested in this "clean-up" functionality are required to elect to enable this feature and the Luminex ATS Subscriber's OMS or EMS must be configured to re-send orders or trading interest to the Luminex ATS if the quantity falls below the Luminex ATS minimum order size of 5,000 shares. In addition, so long as a LeveLUp participant has a Conditional of 5,000 shares or more resting on the Luminex ATS in addition to an order routed through to the LeveL ATS, that participant will be able to size up on a match at the Luminex ATS to the total shares represented for that participant in both venues. This LeveLUp order routing arrangement is not reciprocal; the LeveL ATS cannot route orders from its customers to the Luminex ATS. The use or non-use of LeveLUp itself by any Luminex ATS participant has no impact on the order priority or execution logic within the Luminex ATS. There are certain cases where certain LeveLUp activity could impact related order priority within the Luminex ATS. For example, a Luminex ATS Subscriber may, prior to LeveL Markets sending a Firm LeveLUp order, reduce the quantity of a parent Conditional with the Luminex ATS by the intended quantity of the Firm LeveLUp order via cancel/replace functionality. In that case, the new "replace" Conditional on the Luminex ATS would have a new lower priority rank than the original Conditional. Similarly, if a Subscriber cancels a Firm Order that had been routed by LeveL Markets to the LeveL ATS and cancel/replaces the original Conditional on the Luminex ATS back to its original quantity, that new "replace" Conditional on the Luminex ATS would also have a new lower priority rank than the original Conditional. This rank adjustment occurs with cancel/replace functionality whether the Luminex ATS Participant uses LeveLUp or not. LeveLUp-related execution reports are sent from the LeveL ATS back to LeveL Markets for clearance and settlement pursuant to normal LeveL Markets processes. Participants that are automatically enabled for this LeveLUp Conditional Order "mirroring" function may "opt out" of the feature by contacting Luminex ATS Sales by phone or in writing (including electronically). Modifications - Firm Orders may be modified (i.e., cancel/replace) while resting on the System or during the Negotiation Period, described more fully in Item 11c. (Firm-Up orders, by contrast, cannot be modified. Please see Item 11c.). For Conditionals that receive a match, the System allows the Participant to firm up the same shares as, more shares than, or fewer shares than the original Conditional submission at the Participant's option. Participants that use the Luminex UI can only increase the quantity up to the maximum quantity associated with the Conditional. Participants that do not use the Luminex UI and access the System via other means such as third-party or broker-dealer routers are able to respond to invitations up to whatever quantity they have available in the front end that they use, regardless of the original quantity that was entered on the Conditional. The Conditional quantity may only be reduced below the System minimum of 5,000 shares if the LeveLUp participant has opted in to the "clean-up" feature of LeveLUp, as described below, but may not be reduced below 5,000 shares during the Negotiation Period. For these "opt-in" participants, such below-5,000 share modifications will be routed to the LeveL ATS for handling. For all other Luminex ATS Participants, reducing the share quantity to less than the 5,000 share System minimum (or the Participant's selected MinQ) will result in a rejection. In addition, if a Conditional is entered with a limit, that limit price may be modified following a match. Order Priority - Assuming orders and trading interest are marketable, the System prioritizes orders and trading interest based on the following factors, in the following order: (1) the higher quantity (between two Firm Orders), (2) Firm Orders over Conditionals, (3)Top Quantity (between two Conditionals), and (4) time of order entry or entry of the trading interest. Orders or Conditionals that are subject to a cancel/replace lose their priority in the System, with the "replace" being treated as a new order or Conditional for prioritization purposes.

means_of_entry

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.

means_of_entry

All orders and trading interest must be submitted to the System via FIX version 4.2. Most OMS or EMS vendors used by System Subscribers send order and trading interest messages that are in, or are converted by the Firm to, standard FIX. There are other vendors that use a "drop" FIX protocol in which "drop copy" messages are sent by the System back to the Subscriber's OMS or EMS upon a match in the System to confirm that the needed shares are still available in order to potentially consummate a match. The System does not accept and does not have the ability to accept manual orders or trading interest.

pricing_methodology

The Firm receives the SIP market data feed from Options-IT, a vendor that handles market data feeds from various market data providers. The System uses the market data (NBBO and last sale price data) to provide pricing data to its Participants that use the Luminex UI as described above, and the System also uses the market data to determine the NBBO as it determines the execution price with respect to transactions on the System. In addition, the System also uses the market data to determine whether the resulting execution price is within or outside of the NBBO at the time of execution. As noted above, the System does not prioritize orders based on price, nor does it display orders or trading interest to parties inside or outside of the ATS. Price-related market data is also used to determine whether Participant limit orders are marketable and eligible for a potential match in the System. In the event the Firm determines that it does not have a reliable SIP feed for the pricing of orders in the System, the Firm will halt executions on the System until such time that the Firm determines that the System has access to a reliable SIP feed. Please see Part III Item 20.

pricing_methodology

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.

pricing_methodology

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 Kezar Trading'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.

counterparty_selection

Luminex ATS Buyside Subscribers are able to opt out of interacting with any admitted type of broker-dealer (Outsourced Trading, Transition Management, or broker-dealer entering orders or trading interest on behalf of Buyside Subscribers) or Sponsored Buyside Entities, as described in Part III Items 2, 3, and 11, but not any specific broker-dealer. Buyside Subscribers may also opt out of interacting with all broker-dealer order flow. Admitted Broker-Dealers and Sponsored Buyside Entities are not able to opt out of interacting with any type of order flow in the Luminex ATS. In addition, pursuant to the Firm's Tiering process as described in Part III Item 13(a), traders who have exhibited the most beneficial trading behavior in the ATS (those entering Firm Orders or firming up on Conditionals on 66% or more of matches during the measurement period) may elect not to match against those traders with the least beneficial trading behavior in the ATS (those firming up on less than 33% of matches during the measurement period as defined in Part III Item 13(a)). Participants and their traders may make these elections relating to the Admitted Broker-Dealer order flow and the Tiering-related matching by notifying the Luminex ATS Sales team either orally or in writing. Elections relating to Admitted Broker-Dealer order flow will become effective on the day of election, if made before or during trading hours. Elections relating to Admitted Broker-Dealer order flow made after trading hours will become effective on the following trading day. All elections relating to Tiering will become effective on the following trading day. Participants and their traders are only provided with their own tier placement and are not provided with the tier placement of any other Participant or other traders. The System is set up by default to prevent matches between orders of the same Participant. Participants can elect to change that default setting by notifying the Firm either orally or in writing, and that change would be effective on the following trading day.

counterparty_selection

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 but not to LeveLUp participants. 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. LeveLUp participants may not request or present an execution analysis to select different counterparty exclusions (see below). 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, with the exception of LeveLUp participants who access the LeveL ATS via LeveL Markets, 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. As discussed in Part II Items 1, 3 and 4, LeveL Markets offers a service called "LeveLUp" to subscribers of the Luminex ATS whereby LeveL Markets can route Luminex ATS subscriber orders to the LeveL ATS. LeveL Markets previously offered LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow or that segment as well as electronic market makers. As stated in Item 13 above, LeveL Markets is no longer supporting these "legacy" order flow segments in the LeveL ATS. LeveL Markets has mapped these two "legacy" counterparty groups into channel-based equivalents, and orders from existing LeveLUp participants will interact with either the channel equivalent to the "BD/Agency Algo/Smart Order Router" segment or the channel equivalent to "BD/Agency Algo/Smart Order Router and Electronic Market Makers" that the LeveLUp participant previously selected. New LeveLUp participants will be able to elect one of these two counterparty channels (a channel-based equivalent of the legacy BD/Agency Algo/Smart Order Router or a channel-based equivalent of the legacy BD/Agency Algo/Smart Order Router plus Electronic Market Makers). 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. LeveLUp participants cannot utilize Subscriber Trading Arrangements. Subscribers, except for LeveLUp participants whose orders are routed by LeveL Markets, the broker-dealer operator, to the LeveL ATS, 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 ("Contra List Priority"). 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 Counterparty A. If there are no eligible orders from Counterparty A, then the subscriber may want to look for a match against Counterparty B, and so on. Subscribers electing to use Contra List Priority functionality may, but are not required to, obtain permission from the potential counterparties to prioritize the contra parties in that arrangement. This Contra List Priority functionality only applies when an order is first entered onto the LeveL ATS; instructions unrelated to Contra List Priority 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. For clarity, Contra List Priority is not available to LeveLUp participants. Except for LeveLUp participants, whose orders are routed to the LeveL ATS by LeveL Markets, the broker-dealer operator, 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.

counterparty_selection

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 or FIX-session level. Subscribers may designate orders submitted through a particular FIX-session (that is, each dedicated FIX message stream utilized by the subscriber) as only eligible to interact with orders submitted through a specified FIX-session, including (x) a FIX-session utilized by the subscriber submitting the order and (y) a FIX-session utilized by a third-party subscriber (such permissioning instructions, "Session Permissioning"). Subscribers may elect that their orders not interact with, or only interact with, one or more specified subscribers ("Contra-party Permissioning"). Subscribers may elect that their orders not interact with other orders submitted by the same MPID. Subscribers may elect that their orders only interact with other orders submitted by the same subscriber ("Internalization-Only"). Subscribers may elect to prioritize other orders submitted by the same subscriber relative to orders submitted by third-party subscribers. Subscribers may elect to have orders from certain desks interact or not interact with orders from certain other desks within the same subscriber ("Desk Permissioning"). For clarity, subscribers may utilize Session Permissioning instructions to implement Internalization-Only, Contra-party and Desk Permissioning elections. Subscribers may elect that their orders not interact with, or only interact with, one or more Predetermined Counterparty Groups. Subscribers can also opt to only interact with, or to not interact with, orders from certain types of subscribers or subscribers whose orders exhibit specified characteristics (a "Custom Counterparty Group") and, together with Predetermined Counterparty Groups, the "Counterparty Groups"). A subscriber's ability to utilize a proposed Custom Counterparty Group is dependent on Kezar Trading's willingness and ability to support such a proposed Custom Counterparty Group. 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. Counterparty permissioning elections must be made, or confirmed, through an email to the subscriber's LeveL ATS sales representative at Kezar Trading. Revisions to counterparty permissioning elections must also be made or confirmed via email to the subscriber's sales representative at Kezar Trading. Generally, subscribers may unilaterally make counterparty permissioning elections (i.e., without approval of or notification to counterparties impacted by the election). However, where a subscriber wishes to utilize Contra-party Permissioning to only interact with orders from one or more designated subscribers, all subscribers to the arrangement must separately permission the arrangement. Permissioning must be provided through an email to the subscriber's LeveL ATS sales representative at Kezar Trading. A subscriber to such a Contra-party Permissioning arrangement may unilaterally terminate the arrangement by emailing the subscriber's LeveL ATS sales representative at Kezar Trading.

counterparty_selection

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 or FIX-session level. Subscribers may designate orders submitted through a particular FIX-session (that is, each dedicated FIX message stream utilized by the subscriber) as only eligible to interact with orders submitted through a specified FIX-session, including (x) a FIX-session utilized by the subscriber submitting the order and (y) a FIX-session utilized by a third-party subscriber (such permissioning instructions, "Session Permissioning"). Subscribers may elect that their orders not interact with, or only interact with, orders from one or more specified subscribers ("Contra-party Permissioning"). (For clarity, the terms "Contra-party," "Counterparty," and "Contra" are used interchangeably herein to refer to subscribers that are matched with or execute against other subscribers.). Subscribers may elect that their orders interact with orders from certain specified subscribers before being exposed to orders from the rest of the LeveL ATS pool of subscribers, or they may elect that their orders interact with orders from certain specified subscribers only and not be exposed to orders from the rest of the LeveL ATS pool at all. Subscribers may elect that their orders not interact with other orders submitted by the same MPID. Subscribers may elect that their orders only interact with other orders submitted by the same subscriber ("Internalization-Only"). Subscribers may elect to prioritize other orders submitted by the same subscriber relative to orders submitted by third-party subscribers. Subscribers may elect to have orders from certain desks interact or not interact with orders from certain other desks within the same subscriber ("Desk Permissioning"). For clarity, subscribers may utilize Session Permissioning instructions to implement Internalization-Only, Contra-party, and Desk Permissioning elections. In addition, subscribers may elect to prioritize potential contra parties to their orders in the LeveL ATS ("Contra List Priority"). 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 Counterparty A. If there are no eligible orders from Counterparty A, then the subscriber may want to look for a match against Counterparty B, and so on. Subscribers electing to use Contra List Priority functionality may, but are not required to, obtain permission from the potential counterparties to prioritize the contra parties in that arrangement. This Contra List Priority functionality only applies when an order is first entered onto the LeveL ATS; instructions unrelated to Contra List Priority 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 may elect that their orders not interact with, or only interact with, one or more Predetermined Counterparty Groups. Subscribers can also opt to only interact with, or to not interact with, orders from certain types of subscribers or subscribers whose orders exhibit specified characteristics (a "Custom Counterparty Group") and, together with Predetermined Counterparty Groups, the "Counterparty Groups"). A subscriber's ability to utilize a proposed Custom Counterparty Group is dependent on Kezar Trading's willingness and ability to support such a proposed Custom Counterparty Group. As noted above, subscribers may request that Kezar Trading "create" a Custom Counterparty Group. Custom Counterparty Groups (together with Predetermined Counterparty Groups as described in Item 13, the "Counterparty Groups") represent groups of subscribers that exhibit certain objective characteristics that a subscriber wishes to either solely interact with or not interact with. For example, a Custom Counterparty Group may include subscribers that, on average, submit a Firm-Up Order in response to an Invite at least 50% of the time. A subscriber's ability to utilize a proposed Custom Counterparty Group is dependent on Kezar Trading's willingness and ability to support such a proposed Custom Counterparty Group. Kezar Trading will not create Custom Counterparty Groups that utilize subjective criteria as a factor (for instance, Kezar Trading will reject a request to create a Custom Counterparty Group that represents "toxic" order flow). In addition, Kezar Trading will reject a request to create a Custom Counterparty Group that would result in the identification of a specific counterparty without that counterparty's permission. For example, if a subscriber were to request thta Kezar Trading create a Custom Counterparty Group that listed one specific firm with whom the requesting subscriber did not have a bilateral trading relationship, the request would be rejected since the effect of the request would be the identification of a counterparty. Kezar Trading does not inform subscribers of Custom Counterparty Groups being utilized by other subscribers. Further, Kezar Trading does not identify the constituent members of a Custom Counterparty Group to the subscriber "utilizing" the Custom Counterparty Group. At a minimum, Kezar Trading reviews the constituent members of each Custom Counterparty Group, and updates such groups as necessary, not less than quarterly. Subscribers may elect to only interact with, or not interact with, one or more Counterparty Groups. If Kezar Trading elects to include a subscriber in a Counterparty Group, that inclusion does not otherwise impact that subscriber's use of the ATS. See below for additional information regarding counterparty permissioning in the LeveL ATS. 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. Counterparty permissioning elections must be made, or confirmed, through an email to the subscriber's LeveL ATS sales representative at Kezar Trading. Revisions to counterparty permissioning elections must also be made or confirmed via email to the subscriber's sales representative at Kezar Trading. Generally, subscribers may unilaterally make counterparty permissioning elections (i.e., without approval of or notification to counterparties impacted by the election). However, where a subscriber wishes to utilize Contra-party Permissioning to only interact with orders from one or more designated subscribers, all subscribers to the arrangement must separately permission the arrangement. Permissioning must be provided through an email to the subscriber's LeveL ATS sales representative at Kezar Trading. Once such an arrangement is implemented, the subscriber must include a specific FIX tag (as described in the LeveL ATS FIX spec document that is provided to all subscribers) on the orders to which the subscriber wants the permissioning to apply. A subscriber to such a Contra-party Permissioning arrangement may unilaterally terminate the arrangement altogether by emailing the subscriber's LeveL ATS sales representative at Kezar Trading or can elect not to utilize the arrangement on certain orders of its choosing by not including the required Permissioning FIX tag on those orders.

counterparty_selection

Luminex ATS Buyside Subscribers are able to opt out of interacting with any admitted type of broker-dealer (Outsourced Trading, Transition Management, or broker-dealer entering orders or trading interest on behalf of Buyside Subscribers) or Sponsored Buyside Entities, as described in Part III Items 2, 3, and 11, but not any specific broker-dealer. Buyside Subscribers may also opt out of interacting with all broker-dealer order flow. Admitted Broker-Dealers and Sponsored Buyside Entities are not able to opt out of interacting with any type of order flow in the Luminex ATS. In addition, pursuant to the Firm's Tiering process as described in Part III Item 13(a), traders who have exhibited the most beneficial trading behavior in the ATS (those entering Firm Orders or firming up on Conditionals on 66% or more of matches during the measurement period) may elect not to match against those traders with the least beneficial trading behavior in the ATS (those firming up on less than 33% of matches during the measurement period as defined in Part III Item 13(a)). Participants and their traders may make these elections relating to the Admitted Broker-Dealer order flow and the Tiering-related matching by notifying the Luminex ATS Sales team either orally or in writing. Elections relating to Admitted Broker-Dealer order flow will become effective on the day of election, if made before or during trading hours. Elections relating to Admitted Broker-Dealer order flow made after trading hours will become effective on the following trading day. All elections relating to Tiering will become effective on the following trading day. Participants and their traders are only provided with their own tier placement and are not provided with the tier placement of any other Participant or other traders. The System is set up by default to prevent matches between orders of the same Buyside Subscriber emanating from the same method of order entry (OMS, EMS, broker-dealer router, etc.). Thus, orders that a Buyside Subscriber enters via an OMS that it uses to route orders to the Luminex ATS will be prevented from matching against orders sent by that Buyside Subscriber via that same OMS by default. Orders from a Buyside Subscriber entered via an OMS would not, by default, be prevented from matching against orders by that same Buyside Subscriber entered via a different order entry method. Such Buyside Subscribers can elect to change that default setting by notifying the Firm either orally or in writing, and that change would be effective on the following trading day. Orders from all other Participants can, by default, match against orders from that same Participant, even via the same order entry method, unless that Participant requests that the default be changed. As noted above, the requests can be submitted orally or in writing to Luminex Sales or Operations, and the change would be effective on the following trading day.

counterparty_selection

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 organizatino, 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 but not to LeveLUp participants. 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. LeveLUp participants may not request or present an execution analysis to select different counterparty exclusions (see below). 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, with the exception of LeveLUp participants who access the LeveL ATS via LeveL Markets, 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. As discussed in Part II Items 1, 3 and 4, LeveL Markets offers a service called "LeveLUp" to subscribers of the Luminex ATS whereby LeveL Markets can route Luminex ATS subscriber orders to the LeveL ATS. LeveL Markets previously offered LeveLUp participants two potential counterparty groups once the opt-in Luminex ATS participant orders reach the LeveL ATS: "BD/Agency Algo/Smart Order Router" order flow or that segment as well as electronic market makers. As stated in Item 13 above, LeveL Markets is no longer supporting these "legacy" order flow segments in the LeveL ATS. LeveL Markets has mapped these two "legacy" counterparty groups into channel-based equivalents, and orders from existing LeveLUp participants will interact with either the channel equivalent to the "BD/Agency Algo/Smart Order Router" segment or the channel equivalent to "BD/Agency Algo/Smart Order Router and Electronic Market Makers" that the LeveLUp participant previously selected. New LeveLUp participants will be able to elect one of these two counterparty channels (a channel-based equivalent of the legacy BD/Agency Algo/Smart Order Router or a channel-based equivalent of the legacy BD/Agency Algo/Smart Order Router plus Electronic Market Makers). 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. LeveLUp participants cannot utilize Subscriber Trading Arrangements. Subscribers, except for LeveLUp participants whose orders are routed by LeveL Markets, the broker-dealer operator, to the LeveL ATS, 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 ("Contra List Priority"). 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 Counterparty A. If there are no eligible orders from Counterparty A, then the subscriber may want to look for a match against Counterparty B, and so on. Subscribers electing to use Contra List Priority functionality may, but are not required to, obtain permission from the potential counterparties to prioritize the contra parties in that arrangement. This Contra List Priority functionality only applies when an order is first entered onto the LeveL ATS; instructions unrelated to Contra List Priority 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. For clarity, Contra List Priority is not available to LeveLUp participants. Except for LeveLUp participants, whose orders are routed to the LeveL ATS by LeveL Markets, the broker-dealer operator, 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, except for LeveLUp participants, cannot elect for their EFUT Conditional Orders to not interact with other EFUT Conditional Orders.

counterparty_selection

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 or FIX-session level. Subscribers may designate orders submitted through a particular FIX-session (that is, each dedicated FIX message stream utilized by the subscriber) as only eligible to interact with orders submitted through a specified FIX-session, including (x) a FIX-session utilized by the subscriber submitting the order and (y) a FIX-session utilized by a third-party subscriber (such permissioning instructions, "Session Permissioning"). Subscribers may elect that their orders not interact with, or only interact with, one or more specified subscribers ("Contra-party Permissioning"). Subscribers may elect that their orders not interact with other orders submitted by the same MPID. Subscribers may elect that their orders only interact with other orders submitted by the same subscriber ("Internalization-Only"). Subscribers may elect to prioritize other orders submitted by the same subscriber relative to orders submitted by third-party subscribers. Subscribers may elect to have orders from certain desks interact or not interact with orders from certain other desks within the same subscriber ("Desk Permissioning"). For clarity, subscribers may utilize Session Permissioning instructions to implement Internalization-Only, Contra-party and Desk Permissioning elections. Subscribers may elect that their orders not interact with, or only interact with, one or more Predetermined Counterparty Groups. Subscribers can also opt to only interact with, or to not interact with, orders from certain types of subscribers or subscribers whose orders exhibit specified characteristics (a "Custom Counterparty Group") and, together with Predetermined Counterparty Groups, the "Counterparty Groups"). A subscriber's ability to utilize a proposed Custom Counterparty Group is dependent on Kezar Trading's willingness and ability to support such a proposed Custom Counterparty Group. Counterparty permissioning elections must be made, or confirmed, through an email to the subscriber's LeveL ATS sales representative at Kezar Trading. Revisions to counterparty permissioning elections must also be made or confirmed via email to the subscriber's sales representative at Kezar Trading. Generally, subscribers may unilaterally make counterparty permissioning elections (i.e., without approval of or notification to counterparties impacted by the election). However, where a subscriber wishes to utilize Contra-party Permissioning to only interact with orders from one or more designated subscribers, all subscribers to the arrangement must separately permission the arrangement. Permissioning must be provided through an email to the subscriber's LeveL ATS sales representative at Kezar Trading. A subscriber to such a Contra-party Permissioning arrangement may unilaterally terminate the arrangement by emailing the subscriber's LeveL ATS sales representative at Kezar Trading.

counterparty_selection

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 or FIX-session level. Subscribers may designate orders submitted through a particular FIX-session (that is, each dedicated FIX message stream utilized by the subscriber) as only eligible to interact with orders submitted through a specified FIX-session, including (x) a FIX-session utilized by the subscriber submitting the order and (y) a FIX-session utilized by a third-party subscriber (such permissioning instructions, "Session Permissioning"). Subscribers may elect that their orders not interact with, or only interact with, orders from one or more specified subscribers ("Contra-party Permissioning"). (For clarity, the terms "Contra-party," "Counterparty," and "Contra" are used interchangeably herein to refer to subscribers that are matched with or execute against other subscribers.). Subscribers may elect that their orders interact with orders from certain specified subscribers before being exposed to orders from the rest of the LeveL ATS pool of subscribers, or they may elect that their orders interact with orders from certain specified subscribers only and not be exposed to orders from the rest of the LeveL ATS pool at all. Subscribers may elect that their orders not interact with other orders submitted by the same MPID. Subscribers may elect that their orders only interact with other orders submitted by the same subscriber ("Internalization-Only"). Subscribers may elect to prioritize other orders submitted by the same subscriber relative to orders submitted by third-party subscribers. Subscribers may elect to have orders from certain desks interact or not interact with orders from certain other desks within the same subscriber ("Desk Permissioning"). For clarity, subscribers may utilize Session Permissioning instructions to implement Internalization-Only, Contra-party, and Desk Permissioning elections. In addition, subscribers may elect to prioritize potential contra parties to their orders in the LeveL ATS ("Contra List Priority"). 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 Counterparty A. If there are no eligible orders from Counterparty A, then the subscriber may want to look for a match against Counterparty B, and so on. Subscribers electing to use Contra List Priority functionality may, but are not required to, obtain permission from the potential counterparties to prioritize the contra parties in that arrangement. This Contra List Priority functionality only applies when an order is first entered onto the LeveL ATS; instructions unrelated to Contra List Priority 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 may elect that their orders not interact with, or only interact with, one or more Predetermined Counterparty Groups. Subscribers can also opt to only interact with, or to not interact with, orders from certain types of subscribers or subscribers whose orders exhibit specified characteristics (a "Custom Counterparty Group") and, together with Predetermined Counterparty Groups, the "Counterparty Groups"). A subscriber's ability to utilize a proposed Custom Counterparty Group is dependent on LeveL Markets's willingness and ability to support such a proposed Custom Counterparty Group. As noted above, subscribers may request that LeveL Markets "create" a Custom Counterparty Group. Custom Counterparty Groups (together with Predetermined Counterparty Groups as described in Item 13, the "Counterparty Groups") represent groups of subscribers that exhibit certain objective characteristics that a subscriber wishes to either solely interact with or not interact with. For example, a Custom Counterparty Group may include subscribers that, on average, submit a Firm-Up Order in response to an Invite at least 50% of the time. A subscriber's ability to utilize a proposed Custom Counterparty Group is dependent on LeveL Markets's willingness and ability to support such a proposed Custom Counterparty Group. LeveL Markets will not create Custom Counterparty Groups that utilize subjective criteria as a factor (for instance, LeveL Markets will reject a request to create a Custom Counterparty Group that represents "toxic" order flow). In addition, LeveL Markets will reject a request to create a Custom Counterparty Group that would result in the identification of a specific counterparty without that counterparty's permission. For example, if a subscriber were to request that LeveL Markets create a Custom Counterparty Group that listed one specific firm with whom the requesting subscriber did not have a bilateral trading relationship, the request would be rejected since the effect of the request would be the identification of a counterparty. LeveL Markets does not inform subscribers of Custom Counterparty Groups being utilized by other subscribers. Further, LeveL Markets does not identify the constituent members of a Custom Counterparty Group to the subscriber "utilizing" the Custom Counterparty Group. At a minimum, LeveL Markets reviews the constituent members of each Custom Counterparty Group, and updates such groups as necessary, not less than quarterly. Subscribers may elect to only interact with, or not interact with, one or more Counterparty Groups. If LeveL Markets elects to include a subscriber in a Counterparty Group, that inclusion does not otherwise impact that subscriber's use of the ATS. See below for additional information regarding counterparty permissioning in the LeveL ATS. 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. Counterparty permissioning elections must be made, or confirmed, through an email to the subscriber's LeveL ATS sales representative at LeveL Markets. Revisions to counterparty permissioning elections must also be made or confirmed via email to the subscriber's sales representative at LeveL Markets. Generally, subscribers may unilaterally make counterparty permissioning elections (i.e., without approval of or notification to counterparties impacted by the election). However, where a subscriber wishes to utilize Contra-party Permissioning to only interact with orders from one or more designated subscribers, all subscribers to the arrangement must separately permission the arrangement. Permissioning must be provided through an email to the subscriber's LeveL ATS sales representative at LeveL Markets. Once such an arrangement is implemented, the subscriber must include a specific FIX tag (as described in the LeveL ATS FIX spec document that is provided to all subscribers) on the orders to which the subscriber wants the permissioning to apply. A subscriber to such a Contra-party Permissioning arrangement may unilaterally terminate the arrangement altogether by emailing the subscriber's LeveL ATS sales representative at LeveL Markets or can elect not to utilize the arrangement on certain orders of its choosing by not including the required Permissioning FIX tag on those orders.

financial_condition_summary

Kezar Trading's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 500 mills ($0.05) per executed share. Certain Participants pay commissions in "basis points," ranging from a low of one (1) basis point to a high of five (5) basis points. Each basis point equates to one hundredth of one percent of the notional value of the transaction. Execution rates are negotiated between Kezar Trading and the relevant Participant and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Participant (i.e., Participants with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Participants with less automated order flow or higher connectivity costs. Depending on the provider, Kezar Trading may "pass through" 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 Participants 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 Kezar Trading more than 15 mills and thus a pass through fee charged to a Participant that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Participants 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 Participant, pursuant to a written agreement with Kezar Trading. The fees paid by Luminex ATS Participants for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Participants pay for executions on the Luminex ATS. Kezar Trading will pay a fee to the LeveL ATS of 5 mills per executed share for facilitating transactions involving firm orders and 50 mills per executed share for conditional orders routed to it via LeveLUp.

financial_condition_summary

Kezar Trading's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 160 mills ($0.016) per executed share. Certain Participants pay commissions in "basis points," ranging from a low of one (1) basis point to a high of four (4) basis points. Each basis point equates to one hundredth of one percent of the notional value of the transaction. Execution rates are negotiated between Kezar Trading and the relevant Participant and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Participant (i.e., Participants with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Participants with less automated order flow or higher connectivity costs. Depending on the provider, Kezar Trading may "pass through" 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 Participants 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 Kezar Trading more than 15 mills and thus a pass through fee charged to a Participant that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Participants 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 Participant, pursuant to a written agreement with Kezar Trading. The fees paid by Luminex ATS Participants for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Participants pay for executions on the Luminex ATS. Kezar Trading will pay a fee of 5 mills per executed share to the LeveL ATS for facilitating transactions involving orders routed to it via LeveLUp.

financial_condition_summary

Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. 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 Kezar Trading and the relevant subscriber. Kezar Trading charges a standard commission rate of $0.005/share for transactions resulting from EFUT Conditional Orders. Kezar Trading does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. Kezar Trading does not charge any other fees for use of the LeveL ATS (i.e., Kezar Trading 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 Kezar Trading). 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 Kezar Trading, who will rebate part of that higher rate to the other subscriber or subscribers. As noted above, Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. Kezar Trading 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, Kezar Trading (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 Kezar Trading, on behalf of the buying LeveL ATS subscriber, and on the selling LeveL ATS subscriber. Kezar Trading passes through to the buying LeveL ATS subscriber these CAT-related fees that Kezar Trading is assessed on behalf of those buying LeveL ATS subscribers.

financial_condition_summary

Kezar Trading charges a commission of $0.0000 to $0.0015/share for executions in the LeveL ATS. Commission rates for transactions resulting from Firm Orders are individually negotiated between Kezar Trading and the relevant subscriber and may be impacted by a number of factors, including the subscriber's anticipated volume, anticipated make/take ratio and anticipated percentage of "internalization-only" transactions. Kezar Trading charges a standard commission rate of $0.0015/share for transactions resulting from Conditional/Firm-Up Orders, subject to volume-based pricing tiers discussed below. Notwithstanding the foregoing, commission rates for transactions resulting from Conditional/Firm-Up Orders are subject to negotiation. Kezar Trading will consider a number of factors when negotiating a subscriber's commission rate for Conditional/Firm-Up Orders, including the subscriber's anticipated overall volume and anticipated volume of transactions resulting from Conditional/Firm-Up Orders. Kezar Trading does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. Kezar Trading does not charge any other fees for use of the LeveL ATS (i.e., Kezar Trading 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 Kezar Trading).

financial_condition_summary

Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. 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 Kezar Trading and the relevant subscriber. Kezar Trading charges a standard commission rate of $0.005/share for transactions resulting from EFUT Conditional Orders. Kezar Trading does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. Kezar Trading does not charge any other fees for use of the LeveL ATS (i.e., Kezar Trading 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 Kezar Trading). As discussed in Part III Item 19(c) below, subscribers that provide liquidity to other subscribers with whom they are in a bilateral or multilateral trading arrangement to execute against each other in the LeveL ATS may pay a higher negotiated commission rate to Kezar Trading, who will rebate part of that higher rate to the other subscriber. As noted above, Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS.

financial_condition_summary

Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. Commission rates for transactions resulting from Firm Orders are individually negotiated between Kezar Trading and the relevant subscriber and may be impacted by a number of factors, including the subscriber's anticipated volume, anticipated make/take ratio and anticipated percentage of "internalization-only" transactions. Kezar Trading charges a standard commission rate of $0.0015/share for transactions resulting from Conditional/Firm-Up Orders, subject to volume-based pricing tiers discussed below. Notwithstanding the foregoing, commission rates for transactions resulting from Conditional/Firm-Up Orders are subject to negotiation. Kezar Trading will consider a number of factors when negotiating a subscriber's commission rate for Conditional/Firm-Up Orders, including the subscriber's anticipated overall volume and anticipated volume of transactions resulting from Conditional/Firm-Up Orders. Kezar Trading charges a standard commission rate of $0.005/share for transactions resulting from EFUT Conditional Orders. Kezar Trading does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. Kezar Trading does not charge any other fees for use of the LeveL ATS (i.e., Kezar Trading 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 Kezar Trading).

financial_condition_summary

LeveL Markets's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 500 mills ($0.05) per executed share. Certain Participants 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. Execution rates are negotiated between LeveL Markets and the relevant Participant and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Participant (i.e., Participants with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Participants with less automated order flow or higher connectivity costs. Depending on the provider, LeveL Markets may "pass through" 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 Participants 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 Participant that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Participants 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 Participant, pursuant to a written agreement with LeveL Markets. The fees paid by Luminex ATS Participants for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Participants pay for executions on the Luminex ATS. LeveL Markets will pay a fee to the LeveL ATS of 5 mills per executed share for facilitating transactions involving firm orders and 50 mills per executed share for conditional orders routed to it via LeveLUp. LeveL Markets is assessed certain Consolidated Audit Trail (CAT) regulatory fees relating to trading on the Luminex ATS as an execution venue. LeveL Markets, as the broker-dealer operator of the Luminex ATS, is an executing broker on each transaction on the Luminex ATS and is assessed a CAT fee as such. Fees are assessed on the brokers identified in the media trade reports by the executing venue and such brokers are responsible for those fees. In matches between Buyside Subscribers, LeveL Markets (LMNX) is the only broker associated with the trade and is therefore assessed a CAT fee for such transactions. LeveL Markets does not pass through these CAT fees to Buyside Subscribers. In a match between a Buyside Subscriber and an Admitted Broker-Dealer, both LeveL Markets and the Admitted Broker-Dealer identified on the media/tape trade report would be assessed CAT fees for that transaction directly by FINRA. LeveL Markets does not pass through the CAT fees in these scenarios to Buyside Subscribers. In a match between two Admitted Broker-Dealers, LMNX is identified as one executing firm and one of the Admitted Broker-Dealers is identified as the other executing firm on the media/tape report; both LeveL Markets and that Admitted Broker-Dealer are assessed at CAT fee for that transaction. The other Admitted Broker-Dealer is identified on a non-media trade report and is not assessed a CAT fee. In these instances, LeveL Markets does not pass through the CAT fee that it is assessed on the media trade report to the Admitted Broker-Dealer that is on the non-media trade report. LeveL Markets also does not pass through to Luminex ATS Subscribers any assessed CAT fees pertaining to Luminex Subscriber LeveLUp activity.

financial_condition_summary

LeveL Markets charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. 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 charges a standard commission rate of $0.005/share for transactions resulting from EFUT Conditional Orders. LeveL Markets does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. 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 Marktets 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.

financial_condition_summary

Kezar Trading's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 160 mills ($0.016) per executed share. Certain Subscribers pay commissions in "basis points," ranging from a low of one (1) basis point to a high of four (4) basis points. Each basis point equates to one hundredth of one percent of the notional value of the transaction. Execution rates are negotiated between Kezar Trading and the relevant Subscriber and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Subscriber (i.e., Subscribers with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Subscribers with less automated order flow or higher connectivity costs. Depending on the provider, Kezar Trading may "pass through" 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 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 Kezar Trading more than 15 mills and thus a pass through fee charged to a Subscriber that uses that router, OMS, or EMS may exceed 15 mills. In some cases, 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 Subscriber, pursuant to a written agreement with Kezar Trading. The fees paid by Luminex ATS Subscribers for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Subscribers pay for executions on the Luminex ATS. Kezar Trading will pay a fee of 5 mills per executed share to the LeveL ATS for facilitating transactions involving orders routed to it via LeveLUp.

financial_condition_summary

Kezar Trading's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 160 mills ($0.016) per executed share. Certain Participants pay commissions in "basis points," ranging from a low of one (1) basis point to a high of five (5) basis points. Each basis point equates to one hundredth of one percent of the notional value of the transaction. Execution rates are negotiated between Kezar Trading and the relevant Participant and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Participant (i.e., Participants with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Participants with less automated order flow or higher connectivity costs. Depending on the provider, Kezar Trading may "pass through" 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 Participants 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 Kezar Trading more than 15 mills and thus a pass through fee charged to a Participant that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Participants 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 Participant, pursuant to a written agreement with Kezar Trading. The fees paid by Luminex ATS Participants for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Participants pay for executions on the Luminex ATS. Kezar Trading will pay a fee of 5 mills per executed share to the LeveL ATS for facilitating transactions involving orders routed to it via LeveLUp.

financial_condition_summary

Kezar Trading's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 500 mills ($0.05) per executed share. Certain Participants pay commissions in "basis points," ranging from a low of one (1) basis point to a high of five (5) basis points. Each basis point equates to one hundredth of one percent of the notional value of the transaction. Execution rates are negotiated between Kezar Trading and the relevant Participant and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Participant (i.e., Participants with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Participants with less automated order flow or higher connectivity costs. Depending on the provider, Kezar Trading may "pass through" 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 Participants 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 Kezar Trading more than 15 mills and thus a pass through fee charged to a Participant that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Participants 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 Participant, pursuant to a written agreement with Kezar Trading. The fees paid by Luminex ATS Participants for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Participants pay for executions on the Luminex ATS. Kezar Trading will pay a fee of 5 mills per executed share to the LeveL ATS for facilitating transactions involving orders routed to it via LeveLUp.

financial_condition_summary

Kezar Trading's execution rate for the Luminex ATS ranges from a low of 25 mills ($0.0025) per executed share to a high of 500 mills ($0.05) per executed share. Certain Participants 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. Execution rates are negotiated between Kezar Trading and the relevant Participant and may be impacted by a number of factors, including connectivity or integration costs and the type of order flow from the particular Participant (i.e., Participants with more automated or electronic order flow and/or lower connectivity costs may pay a lower rate than Participants with less automated order flow or higher connectivity costs. Depending on the provider, Kezar Trading may "pass through" 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 Participants 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 Kezar Trading more than 15 mills and thus a pass through fee charged to a Participant that uses that router, OMS, or EMS may exceed 15 mills. In some cases, Participants 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 Participant, pursuant to a written agreement with Kezar Trading. The fees paid by Luminex ATS Participants for orders executed via LeveLUp, as described in Part III Item 7(a), will be the same that such Participants pay for executions on the Luminex ATS. Kezar Trading will pay a fee to the LeveL ATS of 5 mills per executed share for facilitating transactions involving firm orders and 50 mills per executed share for conditional orders routed to it via LeveLUp. Kezar Trading is assessed certain Consolidated Audit Trail (CAT) regulatory fees relating to trading on the Luminex ATS as an execution venue. Kezar Trading, as the broker-dealer operator of the Luminex ATS, is an executing broker on each transaction on the Luminex ATS and is assessed a CAT fee as such. Fees are assessed on the brokers identified in the media trade reports by the executing venue and such brokers are responsible for those fees. In matches between Buyside Subscribers, Kezar Trading (LMNX) is the only broker associated with the trade and is therefore assessed a CAT fee for such transactions. Kezar Trading does not pass through these CAT fees to Buyside Subscribers. In a match between a Buyside Subscriber and an Admitted Broker-Dealer, both Kezar Trading and the Admitted Broker-Dealer identified on the media/tape trade report would be assessed CAT fees for that transaction directly by FINRA. Kezar Trading does not pass through the CAT fees in these scenarios to Buyside Subscribers. In a match between two Admitted Broker-Dealers, LMNX is identified as one executing firm and one of the Admitted Broker-Dealers is identified as the other executing firm on the media/tape report; both Kezar Trading and that Admitted Broker-Dealer are assessed at CAT fee for that transaction. The other Admitted Broker-Dealer is identified on a non-media trade report and is not assessed a CAT fee. In these instances, Kezar Trading does not pass through the CAT fee that it is assessed on the media trade report to the Admitted Broker-Dealer that is on the non-media trade report. Kezar Trading also does not pass through to Luminex ATS Subscribers any assessed CAT fees pertaining to Luminex Subscriber LeveLUp activity.

financial_condition_summary

Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS. 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 Kezar Trading and the relevant subscriber. Kezar Trading charges a standard commission rate of $0.005/share for transactions resulting from EFUT Conditional Orders. Kezar Trading does not charge different rates for executions resulting from orders utilizing Contra-party Permissioning functionality, including transactions resulting from Internalization-Only orders. Kezar Trading does not charge any other fees for use of the LeveL ATS (i.e., Kezar Trading 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 Kezar Trading). 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 Kezar Trading, who will rebate part of that higher rate to the other subscriber or subscribers. As noted above, Kezar Trading charges a commission of $0.0000 to $0.005/share for executions in the LeveL ATS.

conflict_description

FMR Sakura Holdings, Inc. ("FMR Sakura") owns a minority stake in LeveL Holdings, LLC ("LeveL Holdings"). LeveL Markets, LLC ("LeveL Markets" or the "Firm") is a wholly owned subsidiary of LeveL Holdings and is the only operating 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) may enter orders or trading interest to the ATS on an agency or principal basis.

conflict_description

FMR Sakura Holdings, Inc. ("FMR Sakura") owns a minority stake in Kezar Markets, LLC ("Kezar Markets"). Kezar Trading, LLC ("Kezar Trading" or the "Firm") is a wholly owned subsidiary of Kezar Markets and is the only operating subsidiary of Kezar Markets. Fidelity Global Brokerage Group, Inc. ("FGBG") owns a separate, smaller stake in Kezar Markets. 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 Kezar Markets, both FMR Sakura and FGBG are indirect affiliates of Kezar Trading. Fidelity's National Financial Services LLC ("NFSC" - a registered broker-dealer) may enter orders or trading interest to the ATS on an agency or principal basis.

conflict_description

FMR Sakura Holdings LLC ("FMR Sakura") owns a minority stake in LeveL Holdings, LLC ("LeveL Holdings"). LeveL Markets, LLC ("LeveL Markets" or the "Firm") is a wholly owned subsidiary of LeveL Holdings and is the only operating 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 asset management entity - Fidelity Management & Research Company ("FMR Co.") - is a Subscriber to the Luminex ATS ( the "Luminex ATS" or the "System"). In that regard, FMR Co. enters trading interest and orders and executes transactions on the System and has no special access to or privileges in the System beyond what any other Luminex ATS Subscriber or other ATS Participant 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 System are in an agency capacity.

conflict_description

FMR Sakura Holdings LLC ("FMR Sakura") owns a minority stake in Kezar Markets, LLC ("Kezar Markets"). Kezar Trading, LLC ("Kezar Trading" or the "Firm") is a wholly owned subsidiary of Kezar Markets and is the only operating subsidiary of Kezar Markets. Fidelity Global Brokerage Group, Inc. ("FGBG") owns a separate, smaller stake in Kezar Markets. 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 Kezar Markets, both FMR Sakura and FGBG are indirect affiliates of Kezar Trading. Fidelity's asset management entity - Fidelity Management & Research Company ("FMR Co.") - is a Subscriber to the Luminex ATS ( the "Luminex ATS" or the "System"). In that regard, FMR Co. enters trading interest and orders and executes transactions on the System and has no special access to or privileges in the System beyond what any other Luminex ATS Subscriber or other ATS Participant 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 System are in an agency capacity.

conflict_description

FMR Sakura Holdings LLC ("FMR Sakura") owns a minority stake in Kezar Markets, LLC ("Kezar Markets"). Kezar Trading, LLC ("Kezar Trading" or the "Firm") is a wholly owned subsidiary of Kezar Markets and is the only operating subsidiary of Kezar Markets. Fidelity Global Brokerage Group, Inc. ("FGBG") owns a separate, smaller stake in Kezar Markets. 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 Kezar Markets, both FMR Sakura and FGBG are indirect affiliates of Kezar Trading. Fidelity's asset management entity - Fidelity Management & Research Company ("FMR Co.") - is a Subscriber to the Luminex ATS ( the "Luminex ATS" or the "System"). In that regard, FMR Co. enters trading interest and orders and executes transactions on the System and has no special access to or privileges in the System beyond what any other Luminex 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 System are in an agency capacity.

compliance_officer

LeveL Markets deems Participant-specific trading interest, order, and trade data to be "Confidential Trading Information" in the context of this question. Pursuant to SEC Rule 301(b)(10) and other regulatory requirements, LeveL Markets has critical physical and logical access controls to reasonably ensure that access to Confidential Trading Information of all Luminex ATS Participants is appropriately restricted to only those who need such access to support the System. The controls and related restrictions apply to LeveL Markets or LeveL Holdings employees that support the System (collectively, "Technology and Operations Personnel"). With respect to physical access controls, LeveL Markets offices are locked at all times and are inaccessible to the public at all times. LeveL Markets maintains three offices: its corporate headquarters (the "Main Office") in Boston, Massachusetts which houses certain LeveL Markets management and staff that support the LeveL ATS; a second Boston office (the "Luminex ATS office") which houses certain other LeveL Markets management and staff that support the Luminex ATS; and, an office in Charleston, South Carolina (the "Charleston office") that houses LeveL Holdings employees in technical roles, including Technology and Operations Personnel that support both the Luminex ATS and the LeveL ATS. Access to the LeveL Markets office spaces is permitted for LeveL Markets or LeveL Holdings employees and a limited number of building management, building security, and other related staff. While LeveL Markets management may have access to enter any LeveL Markets office, LeveL Markets employees that only support the Luminex ATS do not have access to the Main Office or the Charleston office. Similarly, LeveL Markets employees that only support the LeveL ATS do not have access to the Luminex ATS office where Luminex ATS-supporting employees work. Physical access is controlled via enabled swipe cards, which must be approved by the LeveL Markets Chief Information Security Officer (CISO) or an approved delegate. The LeveL Markets CISO regularly reviews reports to determine who accessed LeveL Markets space to ensure that the documented access to LeveL Markets office space was limited to authorized individuals and also regularly reviews the list of persons authorized to have access to the Firm's office space in order to reasonably ensure that only appropriate persons have access to the Firm's office space. The data center that supports the System is also equipped with multiple levels of security in order to reasonably ensure that access is limited to appropriately authorized individuals. It is important to note that even though a person may have physical access to LeveL Markets office space, access to Confidential Trading Information is strictly controlled through the processes described immediately below. 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. Such information with respect to the Luminex ATS is maintained on separate servers and in separate databases from such information with respect to the LeveL ATS. The privileged access system for the Luminex ATS is managed on the Firm's behalf by its information security vendor, Options-IT (formerly Fixnetix Ltd.). Please see the Form ATS-N for the LeveL ATS for a description of the applicable controls and procedures for that system. Options-IT enables and disables accounts for applicable Technology and Operations Personnel solely based upon instruction from the LeveL Markets CISO or approved delegate. In addition, even those granted access can only access the information needed to perform their specific job functions. Access and entitlements are generally assigned to particular access groups, and thus access to Confidential Trading Information is limited to those groups that perform support functions that require access to systems that may contain Confidential Trading Information. Please see Part II Item 7(d). Those not in such groups do not have access to Confidential Trading Information. LeveL Markets performs a periodic review of all Technology and Operations Personnel with access to systems containing Confidential Trading Information to ensure that access to systems that may contain Confidential Trading Information is strictly limited to only those Technology and Operations Personnel who need it in order to perform their job functions. As described in Part II Item 6(a), certain Technology and Operations Personnel have access to Confidential Trading Information for both the Luminex ATS and the LeveL ATS. LeveL Markets policy prohibits personnel with access to 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 operations of the Luminex ATS or its compliance with applicable rules and regulations. Specifically, Technology and Operations Personnel as well as Legal and Compliance staff are prohibited from using Confidential Trading Information from the Luminex ATS in any way relating to their support and operations of the LeveL ATS. LeveL Markets policy prohibits Technology and Operations Personnel and Legal and Compliance staff from sharing Luminex ATS Confidential Trading Information with other LeveL Markets personnel or Nasdaq Personnel. LeveL Markets has engaged its cybersecurity vendor, Options-IT, to perform regular vulnerability scanning and penetration testing assessments as part of the Firm's efforts to appropriately safeguard Participant Confidential Trading Information on the Luminex ATS. Among other protections, the Firm employs firewall and intrusion prevention and detection systems to further protect such Confidential Trading Information. LeveL Markets also utilizes several data loss prevention measures in an effort to reasonably ensure that Confidential Trading Information is not inappropriately taken from LeveL Markets systems. These measures include the blocking of LeveL Markets or LeveL Holdings employee access to on-line file sharing sites (including, but not limited to, Dropbox and other similar sites) and the disabling of write capabilities of USB drives on PCs and laptops so that Confidential Trading Information may not be copied onto portable storage devices. The LeveL Markets CISO may permit the temporary availability of a file sharing site to enable LeveL Markets operations staff to provide a specific Buyside Subscriber or Admitted Broker-Dealer with application-related files, after which the file sharing site is once again blocked from availability. The Firm blocks access to social media sites from web browsers on Firm PCs and laptops, and the Firm also blocks access to internet-based webmail programs. In addition, LeveL Markets captures and monitors all employee electronic communications through Firm accounts to reasonably ensure that employees are not inappropriately transmitting Confidential Trading Information outside of the Firm via email, text message, or other means of Firm-provided electronic communication. Electronic communications via Firm accounts are regularly reviewed by Compliance and management to ensure compliance with Firm policies. Firm employees are regularly trained on appropriate treatment of Confidential Trading Information, and related policies and procedures are also contained in the Firm's Written Supervisory Procedures document, which is required to be read and attested to by all Firm employees twice annually. In addition, Technology and Operations Personnel are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of System users. LeveL Markets does not have any individual or retail customer accounts, including employee accounts. As such, LeveL Markets employee trading accounts must be opened and maintained at other broker-dealers, upon approval by the LeveL Markets Chief Compliance Officer (CCO). LeveL Markets employees are required to disclose to Compliance all outside brokerage accounts, and duplicate trade confirmations and account statements are required to be provided to Compliance for all LeveL Markets or LeveL Holdings employee-related accounts held outside the Firm. LeveL Markets Compliance reviews all employee trade confirmations and account statements received for indications of potential misuse of 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. LeveL Markets and LeveL Holdings 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 stake in LeveL Markets's parent company, LeveL Holdings. LeveL Markets 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 Luminex ATS Participant 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 Luminex ATS and the Nasdaq Securities Exchanges. The Nasdaq Securities Exchanges and the Luminex ATS utilize wholly separate technology and systems. Nasdaq Personnel do not have access to Luminex ATS systems, and LeveL Markets personnel do not have access to the systems used in 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 ATS operations.

compliance_officer

Kezar Trading deems client-specific trading interest, order, and trade data to be "Confidential Trading Information" in the context of this question. Pursuant to SEC Rule 301(b)(10) and other regulatory requirements, Kezar Trading has critical physical and logical access controls to reasonably ensure that access to Confidential Trading Information of Subscribers is appropriately restricted to only those who need such access to support the System. The controls and related restrictions apply to Kezar Trading or Kezar Markets employees that support the System (collectively, "Technology and Operations Personnel"). With respect to physical access controls, Kezar Trading offices are locked at all times and are inaccessible to the public at all times. Kezar Trading maintains three offices: its corporate headquarters (the "Main Office") in Boston, Massachusetts which houses certain Kezar Trading management and staff that support the LeveL ATS; a second Boston office (the "Luminex ATS office") which houses certain other Kezar Trading management and staff that support the Luminex ATS; and, an office in Charleston, South Carolina (the "Charleston office") that houses Kezar Markets employees in technical roles, including Technology and Operations Personnel that support both the Luminex ATS and the LeveL ATS. Access to the Kezar Trading office spaces is permitted for Kezar Trading or Kezar Markets employees and a limited number of building management, building security, and other related staff. While Kezar Trading management may have access to enter any Kezar Trading office, Kezar Trading employees that only support the Luminex ATS do not have access to the Main Office or the Charleston office. Similarly, Kezar Trading employees that only support the LeveL ATS do not have access to the Luminex ATS office where Luminex ATS-supporting employees work. Physical access is controlled via enabled swipe cards, which must be approved by the Kezar Trading Chief Information Security Officer (CISO) or an approved delegate. The Kezar Trading CISO regularly reviews reports to determine who accessed Kezar Trading space to ensure that the documented access to Kezar office space was limited to authorized individuals and also regularly reviews the list of persons authorized to have access to the Firm's office space in order to reasonably ensure that only appropriate persons have access to the Firm's office space. The data center that supports the System is also equipped with multiple levels of security in order to reasonably ensure that access is limited to appropriately authorized individuals. It is important to note that even though a person may have physical access to Kezar Trading office space, access to Confidential Trading Information is strictly controlled through the processes described immediately below. Kezar Trading uses a privileged access system as an access control with respect to Kezar Trading systems, applications, and accounts and any Confidential Trading Information contained therein. Such information with respect to the Luminex ATS is maintained on separate servers and in separate databases from such information with respect to the LeveL ATS. The privileged access system for the Luminex ATS is managed on the Firm's behalf by its information security vendor, Options-IT (formerly Fixnetix Ltd.). Please see the Form ATS-N for the LeveL ATS for a description of the applicable controls and procedures for that system. Options-IT enables and disables accounts for applicable Technology and Operations Personnel solely based upon instruction from the Kezar Trading CISO or approved delegate. In addition, even those granted access can only access the information needed to perform their specific job functions. Access and entitlements are generally assigned to particular access groups, and thus access to Confidential Trading Information is limited to those groups that perform support functions that require access to systems that may contain Subscriber Confidential Trading Information. Please see Part II Item 7(d). Those not in such groups do not have access to Confidential Trading Information. Kezar Trading performs a periodic review of all Technology and Operations Personnel with access to systems containing Confidential Trading Information to ensure that access to systems that may contain Subscriber Confidential Trading Information is strictly limited to only those Technology and Operations Personnel who need it in order to perform their job functions. As described in Part II Item 6(a), certain Technology and Operations Personnel have access to Confidential Trading Information for both the Luminex ATS and the LeveL ATS. Kezar Trading 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 operations of the Luminex ATS or its compliance with applicable rules and regulations. Specifically, Technology and Operations Personnel as well as Legal and Compliance staff are prohibited from using confidential trading information from the Luminex ATS in any way relating to their support and operations of the LeveL ATS. Kezar Trading policy prohibits Technology and Operations Personnel and Legal and Compliance staff from sharing Luminex ATS Subscriber Confidential Trading Information with other Kezar Trading personnel or Nasdaq Personnel. Kezar Trading has engaged its cybersecurity vendor, Options-IT, to perform regular vulnerability scanning and penetration testing assessments as part of the Firm's efforts to appropriately safeguard client Confidential Trading Information on the Luminex ATS. Among other protections, the Firm employs firewall and intrusion prevention and detection systems to further protect such Confidential Trading Information. Kezar Trading also utilizes several data loss prevention measures in an effort to reasonably ensure that Confidential Trading Information is not inappropriately taken from Kezar Trading systems. These measures include the blocking of Kezar Trading or Kezar Markets employee access to on-line file sharing sites (including, but not limited to, Dropbox and other similar sites) and the disabling of write capabilities of USB drives on PCs and laptops so that Confidential Trading Information may not be copied onto portable storage devices. The Kezar Markets CISO may permit the temporary availability of a file sharing site to enable Kezar Trading operations staff to provide a specific Subscriber with application-related files, after which the file sharing site is once again blocked from availability. The Firm blocks access to social media sites from web browsers on Firm PCs and laptops, and the Firm also blocks access to internet-based webmail programs. In addition, Kezar Trading captures and monitors all employee electronic communications through Firm accounts to reasonably ensure that employees are not inappropriately transmitting Confidential Trading Information outside of the Firm via email, text message, or other means of Firm-provided electronic communication. Electronic communications via Firm accounts are regularly reviewed by Compliance and management to ensure compliance with Firm policies. Firm employees are regularly trained on appropriate treatment of Confidential Trading Information, and related policies and procedures are also contained in the Firm's Written Supervisory Procedures document, which is required to be read and attested to by all Firm employees twice annually. In addition, Technology and Operations Personnel are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of System Subscribers. Kezar Trading does not have any individual or retail customer accounts, including employee accounts. As such, Kezar Trading employee trading accounts must be opened and maintained at other broker-dealers, upon approval by the Kezar Trading Chief Compliance Officer (CCO). Kezar Trading employees are required to disclose to Compliance all outside brokerage accounts, and duplicate trade confirmations and account statements are required to be provided to Compliance for all Kezar Trading or Kezar Markets employee-related accounts held outside the Firm. Kezar Trading Compliance reviews all employee trade confirmations and account statements 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. Kezar Trading and Kezar Markets 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 stake in Kezar Trading's parent company, Kezar Markets. Kezar Trading and Nasdaq each have information barriers, controls and related policies that prohibit the sharing of non-public confidential trading information between Kezar Trading and the Nasdaq Entities (including, for clarity, the sharing of Luminex ATS Subscriber Confidential Trading Information with any Nasdaq Entity, and the sharing of any non-public trading information of any Nasdaq Securities Exchange with Kezar Trading). Further, Kezar Trading personnel and Nasdaq Personnel are subject to policies and procedures that are designed to preserve the independent governance and operation of the Luminex ATS and the Nasdaq Securities Exchanges. The Nasdaq Securities Exchanges and the Luminex ATS utilize wholly separate technology and systems. Nasdaq Personnel do not have access to Luminex ATS systems, and Kezar Trading personnel do not have access to the systems used in the operation of the Nasdaq Securities Exchanges. Kezar Trading does not share any office space with any Nasdaq Entity. Kezar Trading policies and procedures treat Nasdaq Personnel in the same manner as personnel of any unaffiliated third-party. Accordingly, Nasdaq Personnel are restricted from accessing Kezar Trading premises and systems, and from obtaining order, execution and other system data relating to Kezar Trading's ATS operations.

compliance_officer

Kezar Trading deems Participant-specific trading interest, order, and trade data to be "Confidential Trading Information" in the context of this question. Pursuant to SEC Rule 301(b)(10) and other regulatory requirements, Kezar Trading has critical physical and logical access controls to reasonably ensure that access to Confidential Trading Information of all Luminex ATS Participants is appropriately restricted to only those who need such access to support the System. The controls and related restrictions apply to Kezar Trading or Kezar Markets employees that support the System (collectively, "Technology and Operations Personnel"). With respect to physical access controls, Kezar Trading offices are locked at all times and are inaccessible to the public at all times. Kezar Trading maintains three offices: its corporate headquarters (the "Main Office") in Boston, Massachusetts which houses certain Kezar Trading management and staff that support the LeveL ATS; a second Boston office (the "Luminex ATS office") which houses certain other Kezar Trading management and staff that support the Luminex ATS; and, an office in Charleston, South Carolina (the "Charleston office") that houses Kezar Markets employees in technical roles, including Technology and Operations Personnel that support both the Luminex ATS and the LeveL ATS. Access to the Kezar Trading office spaces is permitted for Kezar Trading or Kezar Markets employees and a limited number of building management, building security, and other related staff. While Kezar Trading management may have access to enter any Kezar Trading office, Kezar Trading employees that only support the Luminex ATS do not have access to the Main Office or the Charleston office. Similarly, Kezar Trading employees that only support the LeveL ATS do not have access to the Luminex ATS office where Luminex ATS-supporting employees work. Physical access is controlled via enabled swipe cards, which must be approved by the Kezar Trading Chief Information Security Officer (CISO) or an approved delegate. The Kezar Trading CISO regularly reviews reports to determine who accessed Kezar Trading space to ensure that the documented access to Kezar office space was limited to authorized individuals and also regularly reviews the list of persons authorized to have access to the Firm's office space in order to reasonably ensure that only appropriate persons have access to the Firm's office space. The data center that supports the System is also equipped with multiple levels of security in order to reasonably ensure that access is limited to appropriately authorized individuals. It is important to note that even though a person may have physical access to Kezar Trading office space, access to Confidential Trading Information is strictly controlled through the processes described immediately below. Kezar Trading uses a privileged access system as an access control with respect to Kezar Trading systems, applications, and accounts and any Confidential Trading Information contained therein. Such information with respect to the Luminex ATS is maintained on separate servers and in separate databases from such information with respect to the LeveL ATS. The privileged access system for the Luminex ATS is managed on the Firm's behalf by its information security vendor, Options-IT (formerly Fixnetix Ltd.). Please see the Form ATS-N for the LeveL ATS for a description of the applicable controls and procedures for that system. Options-IT enables and disables accounts for applicable Technology and Operations Personnel solely based upon instruction from the Kezar Trading CISO or approved delegate. In addition, even those granted access can only access the information needed to perform their specific job functions. Access and entitlements are generally assigned to particular access groups, and thus access to Confidential Trading Information is limited to those groups that perform support functions that require access to systems that may contain Confidential Trading Information. Please see Part II Item 7(d). Those not in such groups do not have access to Confidential Trading Information. Kezar Trading performs a periodic review of all Technology and Operations Personnel with access to systems containing Confidential Trading Information to ensure that access to systems that may contain Confidential Trading Information is strictly limited to only those Technology and Operations Personnel who need it in order to perform their job functions. As described in Part II Item 6(a), certain Technology and Operations Personnel have access to Confidential Trading Information for both the Luminex ATS and the LeveL ATS. Kezar Trading policy prohibits personnel with access to 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 operations of the Luminex ATS or its compliance with applicable rules and regulations. Specifically, Technology and Operations Personnel as well as Legal and Compliance staff are prohibited from using Confidential Trading Information from the Luminex ATS in any way relating to their support and operations of the LeveL ATS. Kezar Trading policy prohibits Technology and Operations Personnel and Legal and Compliance staff from sharing Luminex ATS Confidential Trading Information with other Kezar Trading personnel or Nasdaq Personnel. Kezar Trading has engaged its cybersecurity vendor, Options-IT, to perform regular vulnerability scanning and penetration testing assessments as part of the Firm's efforts to appropriately safeguard Participant Confidential Trading Information on the Luminex ATS. Among other protections, the Firm employs firewall and intrusion prevention and detection systems to further protect such Confidential Trading Information. Kezar Trading also utilizes several data loss prevention measures in an effort to reasonably ensure that Confidential Trading Information is not inappropriately taken from Kezar Trading systems. These measures include the blocking of Kezar Trading or Kezar Markets employee access to on-line file sharing sites (including, but not limited to, Dropbox and other similar sites) and the disabling of write capabilities of USB drives on PCs and laptops so that Confidential Trading Information may not be copied onto portable storage devices. The Kezar Markets CISO may permit the temporary availability of a file sharing site to enable Kezar Trading operations staff to provide a specific Buyside Subscriber or Admitted Broker-Dealer with application-related files, after which the file sharing site is once again blocked from availability. The Firm blocks access to social media sites from web browsers on Firm PCs and laptops, and the Firm also blocks access to internet-based webmail programs. In addition, Kezar Trading captures and monitors all employee electronic communications through Firm accounts to reasonably ensure that employees are not inappropriately transmitting Confidential Trading Information outside of the Firm via email, text message, or other means of Firm-provided electronic communication. Electronic communications via Firm accounts are regularly reviewed by Compliance and management to ensure compliance with Firm policies. Firm employees are regularly trained on appropriate treatment of Confidential Trading Information, and related policies and procedures are also contained in the Firm's Written Supervisory Procedures document, which is required to be read and attested to by all Firm employees twice annually. In addition, Technology and Operations Personnel are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of System users. Kezar Trading does not have any individual or retail customer accounts, including employee accounts. As such, Kezar Trading employee trading accounts must be opened and maintained at other broker-dealers, upon approval by the Kezar Trading Chief Compliance Officer (CCO). Kezar Trading employees are required to disclose to Compliance all outside brokerage accounts, and duplicate trade confirmations and account statements are required to be provided to Compliance for all Kezar Trading or Kezar Markets employee-related accounts held outside the Firm. Kezar Trading Compliance reviews all employee trade confirmations and account statements received for indications of potential misuse of 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. Kezar Trading and Kezar Markets 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 stake in Kezar Trading's parent company, Kezar Markets. Kezar Trading and Nasdaq each have information barriers, controls and related policies that prohibit the sharing of non-public Confidential Trading Information between Kezar Trading and the Nasdaq Entities (including, for clarity, the sharing of Luminex ATS Participant Confidential Trading Information with any Nasdaq Entity, and the sharing of any non-public trading information of any Nasdaq Securities Exchange with Kezar Trading). Further, Kezar Trading personnel and Nasdaq Personnel are subject to policies and procedures that are designed to preserve the independent governance and operation of the Luminex ATS and the Nasdaq Securities Exchanges. The Nasdaq Securities Exchanges and the Luminex ATS utilize wholly separate technology and systems. Nasdaq Personnel do not have access to Luminex ATS systems, and Kezar Trading personnel do not have access to the systems used in the operation of the Nasdaq Securities Exchanges. Kezar Trading does not share any office space with any Nasdaq Entity. Kezar Trading policies and procedures treat Nasdaq Personnel in the same manner as personnel of any unaffiliated third-party. Accordingly, Nasdaq Personnel are restricted from accessing Kezar Trading premises and systems, and from obtaining order, execution and other system data relating to Kezar Trading's ATS operations.

compliance_officer

LeveL Markets's sole brokerage business is the operation of the LeveL and Luminex ATSs. 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 both the LeveL ATS and the Luminex 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. Specifically, Technology department staff as well as LeveL Markets Sales, Operations, Legal and Compliance staff are prohibited from using confidential trading information from the LeveL ATS in any way relating to their support and operations of the Luminex ATS. LeveL Markets policy prohibits these employees from sharing LeveL ATS subscriber confidential trading information with other LeveL Markets personnel or Nasdaq personnel. 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 both the LeveL ATS and the Luminex ATS, are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of LeveL ATS and Luminex 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.

compliance_officer

LeveL Markets's sole brokerage business is the operation of the LeveL and Luminex ATSs. 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 and Operations Personnel that support the LeveL ATS. LeveL Holdings and LeveL Markets Technology and Operations Personnel that support both the LeveL ATS and the Luminex ATS are located in LeveL Markets's Charleston, SC office. All other LeveL Markets personnel that support the Level ATS are located in LeveL Markets's 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. Specifically, Technology and Operations Personnel as well as Legal and Compliance staff are prohibited from using confidential trading information from the LeveL ATS in any way relating to their support and operations of the Luminex ATS. LeveL Markets policy prohibits Technology and Operations Personnel and Legal and Compliance staff from sharing LeveL ATS subscriber confidential trading information with other LeveL Markets personnel or Nasdaq personnel. 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 and Operations Personnel and the Legal and Compliance staff who support both the LeveL ATS and the Luminex ATS, are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of LeveL ATS and Luminex 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 are required to be provided to Compliance for all employee-related accounts held outside the Firm. LeveL Markets Compliance reviews all employee trade confirmations and account statements 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.

compliance_officer

Kezar Trading's sole brokerage business is the operation of the LeveL and Luminex ATSs. Access to the LeveL ATS systems is controlled by user credentials, passwords, and security certificates assigned by Kezar Trading 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 Kezar Markets or Kezar Trading with the ability to view open order interest in the LeveL ATS are certain members of Kezar Markets' or Kezar Trading's Technology and Operations Personnel that support the LeveL ATS. Kezar Markets and Kezar Trading Technology and Operations Personnel that support both the LeveL ATS and the Luminex ATS are located in Kezar Trading's Charleston, SC office. All other Kezar Trading personnel that support the Level ATS are located in Kezar Trading's Boston, MA offices. Kezar Trading's Boston, MA and Charleston, SC offices require keycard access for entry. Kezar Trading 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. Kezar Trading's CCO reviews all requests for access to ensure that the requested access is appropriate given the individual's anticipated responsibilities at Kezar Trading. Kezar Trading 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. Specifically, Technology and Operations Personnel as well as Legal and Compliance staff are prohibited from using confidential trading information from the LeveL ATS in any way relating to their support and operations of the Luminex ATS. Kezar Trading policy prohibits Technology and Operations Personnel and Legal and Compliance staff from sharing LeveL ATS subscriber confidential trading information with other Kezar Trading personnel or Nasdaq personnel. Kezar Trading'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, Kezar Trading 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, Kezar Trading 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 Kezar Markets and Kezar Trading employees, including but not limited to the Technology and Operations Personnel and the Legal and Compliance staff who support both the LeveL ATS and the Luminex ATS, are subject to trading restrictions to ensure that such persons' trading activities do not conflict with the interests of LeveL ATS and Luminex ATS subscribers. Kezar Trading 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 Kezar Trading Chief Compliance Officer (CCO). All employees are required to disclose to Compliance all outside brokerage accounts, and duplicate trade confirmations and account statements are required to be provided to Compliance for all employee-related accounts held outside the Firm. Kezar Trading Compliance reviews all employee trade confirmations and account statements 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 Kezar Trading's parent company, Kezar Markets. Kezar Markets and Nasdaq each have information barriers, controls and related policies that prohibit the sharing of non-public confidential trading information between Kezar Trading 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 Kezar Trading). Further, Kezar Trading 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 Kezar Trading personnel do not have access to the systems used in connection with the operation of the Nasdaq Securities Exchanges. Kezar Trading does not share any office space with any Nasdaq entity. Kezar Trading policies and procedures treat Nasdaq Personnel in the same manner as personnel of any unaffiliated third-party. Accordingly, Nasdaq Personnel are restricted from accessing Kezar Trading premises and systems, and from obtaining order, execution and other system data relating to Kezar Trading's operations.

hours_of_operation

The System accepts orders and trading interest from 7:15 a.m. to 4:00 p.m. on days that the New York Stock Exchange ("NYSE") is open and observes NYSE's holiday and early close schedule. The System executes orders during regular trading hours, as that term is defined in Exchange Act Rule 600(a)(64) (from 9:30 a.m. Eastern Time to 4:00 p.m. Eastern Time), with trading in individual securities commencing when the security's primary listing exchange has commenced trading in that security (excluding any pre-market trading on the relevant exchange). The System ceases executing orders at 4:00 p.m. or such earlier time as designated by the NYSE's holiday or early close schedule. Additionally, the System may not accept orders or trading interest if there are system issues or market disruptions that warrant a cessation of trading.

hours_of_operation

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.

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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 Kezar Trading. 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.

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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.

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Participant orders and trading interest bound for or resting in the ATS are not displayed inside or outside the System and are made known to other Participants only in limited circumstances. When a marketable buy order and a marketable sell order match in the System, invitations are sent to both the buyer and seller to firm-up their respective orders for Conditionals. Upon a match, the fact that a contra side order in that specific NMS stock exists in the System is then made known to another Participant that is a party to the match, although the specific terms of the contra side order are not disclosed. No other information about the contra side order or trading interest is disclosed upon a match. If a transaction is effected in the System, each side will not know whether there is any remaining interest in the security in the System unless there is a subsequent match in that security involving either of the two parties. Similarly, if a Firm Order matches with another Firm Order, or if a Firm Order matches with a Conditional, each side of the potential transaction will become aware that there is contra side trading interest in the System in that specific security.

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As stated in the response to Part III Item 4 above, the System executes orders during regular trading hours, as that term is defined in Exchange Act Rule 600(a)(64), with trading in individual securities commencing when the security's primary listing exchange has commenced trading in that security (excluding any pre-market trading on the relevant exchange). The System has no special order types applicable to the start or resumption of trading that are not otherwise available during other trading hours.

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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 Kezar Trading at the request of a subscriber, as described more fully in Item 14 below.

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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.

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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.