Liquidnet Negotiation ATS

amendment_reason

This filing amends Part II, Item 7.d. to change the description of the activities conducted, and/or access to data, by Trade Coverage personnel, Execution Consultant personnel, the Head of Trading Alpha and other personnel. These changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends the following Form ATS-N items: Part II, Items 7.a., 7.b. and 7.c., and Part III, Items 7.a., 11.c., 13.a. and 14.a. These amendments provide for the following changes to Liquidnet Transparency Controls and Liquidnets associated policies: * Liquidnet (LNI) will combine the Liquidnet Transparency Controls trade advertising elections into two categories: Liquidnet community advertising; and external advertising. * New Members and customers will be defaulted to intra-day community advertising. Members and customers can elect one of the following alternatives through Liquidnet Transparency Controls: end-of-day community advertising; or T+21 community advertising. * New Members and customers will be defaulted to intra-day external advertising. Members and customers can elect one of the following alternatives through Liquidnet Transparency Controls: end-of-day external advertising; or no external advertising. * Existing Member and customers will be defaulted to intra-day external advertising if they are currently opted-in to end-of-day Bloomberg advertising and will be defaulted to off for external advertising if they are currently opted-out from end-of-day Bloomberg advertising. * By default, Execution Consultants can view all executions by the participants that they cover, regardless of the order type. As updated, a Member or customer will be able to elect through Liquidnet Transparency Controls to restrict Execution Consultants to only view the Members or customers algo executions (including surge capture and residuals). * The elections relating to sources of liquidity will be simplified to two categories: liquidity partner liquidity; and Liquidnet Capital Markets (LCM) customer liquidity. LNI expects that the changes above will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to different classes of subscribers and the Broker-Dealer Operator as described above.

amendment_reason

Liquidnet, Inc. (LNI) submits this Material Amendment filed April 29, 2024, which amends Part II, Items 5 and 7 and Part III, Items 5, 7, 8, 11, and 15 of its Form ATS-N. Specifically, the Material Amendment reflects that LNI will add an attribute to indications and orders called SuperBlocks that allows subscribers to trade in larger sizes. The changes in these Amendments apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 22-000016). That original material amendment amended Part II, Items 1.a, 6.a, 6.b, 7.b, 7.c and 7.d to change the description of the responsibilities of personnel in certain roles, including Trade Coverage, Business Development, Trading Desk and other personnel, and the access to data by such personnel. These changes also include the elimination of certain roles, including the Head of Trading Alpha and Head of Data Science. That original material amendment also amended Part II, Items 7.a and 7.b to change the description of trade advertising and the disclosure of trading information to subscribers and prospects. These changes apply to all subscribers and the Broker-Dealer Operator. The purpose of this updating amendment is to incorporate the changes set forth in a prior material amendment (SEC accession number 22-000009).

amendment_reason

This filing amends Part III, Item 14.a., to provide that a participant can instruct the Negotiation ATS to block crossing between affiliated participant identifiers, as notified by the participant. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 2.b and 5.c., to remove references to the marketing phrase, global institutional trading network. This filing also amends Part II, Item 6.b, to remove references to non-material service providers. These changes apply only to the Broker-Dealer Operator. This filing also amends Part II, Items 5.a, 5.b, 5.c, and 5.d, and Part III, Items 7.b, 13.b and 15.c, to remove references to the Liquidnet mobile application, which has been discontinued. These changes apply to subscribers who are Members and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.d. to change the description of the activities conducted, and/or access to data, by Trade Coverage personnel, Execution Consultant personnel, the Head of Trading Alpha and other personnel. These changes apply to all subscribers and the Broker-Dealer Operator. This filing also amends Part III, Item 11.c. to change a configuration applicable to automated negotiation orders. This change applies to Members.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000066). That original material amendment amended Part III, Item 2.b to update the definition of Member participants. These changes apply to Members. This filing also incorporates the changes set forth in a prior updating amendment (SEC accession number 20-000067). That updating amendment updated Exhibits 4 and 5 of Form ATS-N. Those changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This correcting amendment is filed to correct the proposed change to Part III, Item 20.a. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This correcting amendment is being filed because the updating amendment that was submitted on September 23, 2019 (accession number 000040) was submitted as an updating amendment and should have been submitted as a material amendment. This filing reverts the changes that were the subject of the accession number 000040 amendment. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 2.b, 8.a, 11.c, and 13.b to change the description relating to low participation Members. If a Member is designated as a low participation Member, any indications transmitted by the Member to Liquidnet are outside by default. For any indication set to active by a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication. Upon agreement between Liquidnet and a low participation Member, Liquidnet may create an LN auto-ex order for a quantity greater than the default quantity specified above for active indications. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing.

amendment_reason

This filing amends Part II, Items 1.a, 6.a, 6.b, 7.b, 7.c and 7.d to change the description of the responsibilities of personnel in certain roles, including Trade Coverage, Business Development, Trading Desk and other personnel, and the access to data by such personnel. These changes also include the elimination of certain roles, including the Head of Trading Alpha and Head of Data Science. This filing also amends Part II, Items 7.a and 7.b to change the description of trade advertising and the disclosure of trading information to subscribers and prospects. These changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends the information provided in Exhibit 1 (Schedule A to Form BD of the Broker-Dealer Operator) in response to Part I, Item 8 of Form ATS-N. This filing also updates certain aggregate platform data previously-included in Exhibits 4 and 5 for the new time period H1 2021, adds two new categories of data to Exhibits 4 and 5 relating to average daily liquidity and average execution size of a category of ADRs, and deletes stale data from Exhibits 4 and 5 no longer provided to subscribers during Q3 2021, in response to Part III, Item 26 of Form ATS-N. These changes apply only to the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.a. to provide that community advertising includes the execution price. This filing amends Part II, Items 7.b. and 7.d. to clarify an inconsistency relating to Business Development personnel and Transparency Controls. This filing amends Part II, Item 7.d. to update the description of employee access to internal dashboards and add a section on access to data by the Head of Data Science. The changes in this filing apply to Members and customers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to Part II, Item 2 of its Form ATS-N to delete Liquidnet Europe Limited (LNEL) as it merged with TP ICAP Markets Limited (TPIM) and to conform defined terms; Item 4 to conform defined terms; Item 6 delete Liquidnet Europe Limited (LNEL) as it merged with TP ICAP Markets Limited (TPIM); and Item 7 to conform defined terms. This filing is also amending Part III, Item 2, to conform defined terms; Item 3 to conform defined terms and Item 6 to conform defined terms. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

Liquidnet, Inc. (LNI) submits this Correcting Amendment filed May 8, 2024, to amend Parts I, II, and II of its Form ATS-N. LNI is amending Part I, Item 7 to correct its primary and secondary addresses. LNI is amending Part II, Items 1, 2, 3, 5, 6, 7, and Part III, Items 2, 3, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 18, 19, 20, 22, and 23 to correct typographical errors and for consistency purposes. LNI is amending Part II, Items 5, and 7 and Part II, Items 2, 13, and 14 to reflect that Liquidnet Capital Markets is no longer a department of the Firm. LNI is amending Part II, Item 2 to reflect the change in the name of the Canadian regulator from the Investment Inventory Regulatory Organization of Canada to the Canadian Investment Regulatory Organization. LNI is amending Part II, Items 6 and 7 to reflect changes in the categories of Person that have access to confidential trading information. LNI is amending Part III, Item 2 to reflect the deletion of language regarding Outsourced dealing service provider as this is not an offering of H2O ATS but a global offering of foreign affiliates of LNI. LNI is amending Part II, Item 7, H2O ITM2 7d to correct typographical errors and for consistency purposes. LNI is amending Part III, Item 8 to reflect changes to the maximum order size. LNI is amending Part III, Item 14 to delete language that is outdated regarding Liquidnet Transparency Controls. LNI is amending Exhibits 1 and 2 (Schedules A & B of LNIs Form BD) to reflect formatting changes to the Exhibits. These changes in this Correcting Amendment apply to all Subscribers and the Broker-Dealer Operator. LNI amends Exhibit 2 of its Form ATS-N (Schedule B of LNIs Form BD) to reflect changes to Indirect Owners of LNI. This change in this Correcting Amendment applies only to the Broker-Dealer Operator and not to Subscribers.

amendment_reason

This is an amendment to Item 7.a. of Part III. Effective on or after August 12, 2019, all Members will be able to send both manual targeted invitations and targeted invitations from algos, but only Qualifying Members who opt-in to targeted invitations through Liquidnet Transparency Controls will be able to receive targeted invitations. This change applies to all Subscribers and the Broker-Dealer Operator either in their capacity as the sender or recipient of a targeted invitation. Refer to H20ordertypes_amended.pdf and Exhibit 3 - red lined version reflecting changes to H20 Order Types.

amendment_reason

This updating amendment is being filed to incorporate edits to Part III, Item 3.a. that were previously included in a correcting amendment that was filed on November 4, 2019. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is a correcting amendment to Part III, Item 3.a. relating to automated market surveillance for conditional orders, including the following changes: this functionality also applies for conditional orders from LPs; this functionality is not limited to contra-side conditional orders; the blocking for multiple symbols is manual, and not automated; and LNI can update the default configurations for specific customers or LPs. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.d. to change the description of the access to data by Business Development personnel. These changes apply to all subscribers and the Broker-Dealer Operator. This filing also amends Part III, Items 7.a, 11.c, 13.a, 13.b, and 13.d to change the description of tiering of liquidity partners (LPs). LPs are assigned to tiers on a periodic basis based on performance metrics, where the applicable period will be no less than one month and no greater than one quarter. LNI, in its sole discretion, may notify an LP of its assigned tier. These changes apply to LPs. LNI anticipates that the changes in this filing will be implemented within 30 days after the effective date of this filing.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000024). That material amendment amended Part III, Items 2.b. and 15.b., of Form ATS-N to provide that customers can receive targeted invitations in their order or execution management system (EMS), subject to Liquidnet and the EMS provider having implemented this functionality for the specific EMS. These changes apply to all Subscribers and the Broker-Dealer Operator. This filing also incorporates the changes set forth in a prior material amendment (SEC accession number 20-000020). That material amendment amended Part II, Items 7.a., 7.b. and 7.c., and Part III, Items 7.a., 11.c., 13.a. and 14.a., of Form ATS-N. These amendments provided for changes to Liquidnet Transparency Controls and Liquidnets associated policies. The changes in that material amendment applied to different classes of subscribers and the Broker-Dealer Operator as described therein.

amendment_reason

This filing is an updating amendment to a material amendment that was filed on December 9, 2019. This filing amends Part II, Items 4.a. and 4.b., to provide that a participant can instruct LNI that a parent order that otherwise could be routed to the Negotiation and H2O ATSs should only route to the H2O ATS and not to the Negotiation ATS. This filing also incorporates an amendment to Part III, Item 7.a., relating to the firm contra configuration for automated routing customer orders that became effective on December 11, 2019. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

Liquidnet, Inc. (LNI) submits this filing as a material amendment, which amends Part III, Items 7, 8, and 15 of its Form ATS-N to reflect an amendment of the minimum order size. The changes in this material amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 15.b., relating to the default minimum execution size for manual targeted invitation orders. The changes in this filing apply to Members.

amendment_reason

This filing amends Part III, Items 2.b., 7.b. and 8.a., relating to low participation Members. For any indication received from a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication, but the quantity of the LN auto-ex order will not exceed the available quantity of the indication. These changes apply to Members. This filing amends Part III, Items 7.a., 8.a. and 15.b., to provide that, by default, broker block opportunities that are below the tolerance for a Members indication will be displayed to a Member. These changes apply to liquidity partners and Members. LNI anticipates that these changes will be implemented within 30 days after approval of this filing. This filing amends Part III, Item 15.b., to provide that upon request by a Member, Liquidnet can limit the Members look-back period for receiving targeted invitations. These changes apply to Members. LNI anticipates that these changes will be implemented within 30 days after approval of this filing.

amendment_reason

This filing is a correcting amendment to Part II, Item 2 of its Form ATS-N to amend the merged entities in the previous updating amendment. Liquidnet Europe Limited (LNEL) actually merged with TP ICAP Markets Limited (TPIM) and not TP ICAP Europe SA (TPIE) and Item 6 add TPIM in the appropriate instances where TPIE was incorrectly used. The changes in this correcting amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 2.b, 8.a, and 13.b to change the description relating to low participation Members. For any indication set to active by a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication. Upon agreement between Liquidnet and a low participation Member, Liquidnet may create an LN auto-ex order for a quantity greater than the default quantity specified above for active indications. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing.

amendment_reason

This filing is an updating amendment to Part II, Item 2 of its Form ATS-N to delete Liquidnet Europe Limited (LNEL) as it merged with TP ICAP Europe SA (TPIE) and to conform defined terms; Item 4 to conform defined terms; Item 6 delete Liquidnet Europe Limited (LNEL) as it merged with TP ICAP Europe SA (TPIE); and Item 7 to conform defined terms. This filing is also amending Part III, Item 2, to conform defined terms; Item 3 to conform defined terms and Item11 to conform defined term. This filing is an updating amendment to Schedule A to reflect the removal of the Secretary of Liquidnet, Inc. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to Schedule A to reflect the removal of the Secretary of Liquidnet, Inc. The changes to this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

Liquidnet, Inc. (LNI) submits this Material Amendment to amend Parts II, and III of its Form ATS-N. LNI is amending Part II, Items 2, and 5, and Part III, Items 2, 5, 7, 11, and 13 to add a new sub-category of order the Enhanced IOC. LNI is amending Part III, Items 8 and 11 to reflect a amendment of the minimum size language. These changes in this Material Amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

Liquidnet, Inc. (LNI) submits this filing as a material amendment, which amends Part III, Item 8 of its Form ATS-N to reflect an amendment of the minimum order size. The changes in this material amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is a material amendment to Part III, Item 7 to remove mid-price or better price constraints order instructions for LNI and LP resting orders, to delete language about mid-peg instructions for Liquidity Partners (LP) immediate or cancel (IOC) and resting orders, to delete pegged order and execution language for IOC orders transmitted by LPs, and to add language regarding the mid-point executions of Broker block accepts; Items 7 & 11 to delete language regarding rounding up executions to allow for mixed lot executions for LNI resting orders and for multiple contra-side orders, and to delete the previous language regarding mid-price order instructions for pegged orders of LNI resting orders and adding language for mid-peg, near-peg and far-peg instructions for Subscribers orders; Item 8 to change the answer of Item 8c from No to Yes to state LNI now accepts and executes mixed lots and to add language that LNI continues to accept and now executes mixed lot orders; Items 8 & 11 to delete language regarding executing only in round lots for LNI and LP resting orders, and stating there are no long minimum order sizes, Items 9 & 11 to change language from mid-price or better instructions to allow for any pegging instructions for conditional orders and for LPs, automated routing Customers and algo child orders; and Item 11 to add language regarding pegging instructions for LP IOC orders and resting orders, to delete pegged order and execution language for IOC orders transmitted by LPs, to remove language about LP IOC needing to be executed only at the mid-price; to delete language regarding rounding up executions to allow for mixed lot executions for multiple contra-side orders, and to amend language about short sale price test. The changes to this material amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This is an updating amendment to a material amendment filed on November 12, 2019 that updated Part III, Item 7.a. relating to the firm contra configuration for automated routing customers. This filing also includes an updating amendment filed on November 14, 2019 relating to auto-order creation. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to Part II, Item 2 of its Form ATS-N to conform defined terms; Item 5 to update the name of Liquidnet 5 to the Liquidnet Application, conform defined terms, and update formatting; Item 6 to update formatting and conform defined terms; and Item 7 to conform defined terms, update formatting, and update the name of Liquidnet 5. This filing is also amending Part III, Item 2 to conform defined terms and update the name of Liquidnet 5; Item 3 to conform defined terms; Item 5 to conform defined terms and update the name of Liquidnet 5; Item 7 to update formatting, conform defined terms, update the name of Liquidnet 5, and the deletion of Customers using the Liquidnet Application; Item 8 to conform defined terms, update formatting, and update the name of Liquidnet 5; Item 9 to update formatting and conform defined terms; Item 10 to conform defined terms and update the name of Liquidnet 5; Item 11 to update formatting, update the name of Liquidnet 5, conform defined terms and to allow Liquidnet to have discretion to waive its requirement about Liquidity Partners recommendations to a Customer regarding execution venue; Item 12 to conform defined terms; Item 13 to update the name of Liquidnet 5, update formatting, conform defined terms, and the deletion of Customers using the Liquidnet Application; Item 14 to update formatting and to conform defined terms; Item 15 to update formatting, conform defined terms, update the name of Liquidnet 5; Item 19 to conform defined terms and update the name of Liquidnet 5; Item 20 to conform defined terms and update the name of Liquidnet 5; Item 23 to update the name of Liquidnet 5. The changes to this updating amendment apply to all Subscribers and the Broker-Dealer Operator, except for the changes in Part III, Items 7b and 13b, which apply only to Customers and Part III, Item 11c, which applies only to a Liquidity Partner.

amendment_reason

This filing amends Part III, Items 7.a., 10.a., 10.c., 15.b. and 20.a. regarding (i) the handling of orders during a trading halt, and (ii) the pricing of firm contra orders. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 8.a. and 11.c., of Form ATS-N, including ATS-N Part 3, ITM, to change the default maximum tolerance from 35,000 shares to the minimum negotiated execution size. As of the implementation date for this change: LNI will set the minimum negotiated execution size as the default maximum tolerance for any trader that had a default maximum tolerance of 35,000 shares immediately prior to the implementation date for this change; and LNI will not change the pre-existing default maximum tolerance for any trader that had a default maximum tolerance above 35,000 shares immediately prior to the implementation date for this change. LNI expects that the changes above will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to Members.

amendment_reason

This filing is a material amendment to Part III, Item 7 of Form ATS-N to add mixed lot orders and executions; Item 8 to amend the previous answer to Yes regarding accepting and executing mixed lots; and Item 9 to amend unnecessary language regarding pegged orders. The changes in this material amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to Part II, Item 2 of its Form ATS-N to conform defined terms; Item 5 to update the name of Liquidnet 5 to the Liquidnet Application, conform defined terms, and update formatting; Item 6 to update formatting and conform defined terms; and Item 7 to conform defined terms, update formatting, and update the name of Liquidnet 5/LNI desktop application to the Liquidnet Application. This filing is also amending Part III, Item 2 to conform defined terms and update the name of Liquidnet 5 to the Liquidnet Application; Item 3 to conform defined terms and update formatting; Item 4 to conform defined terms; Item 5 to conform defined terms and update the name of LNI desktop application to the Liquidnet Application; Item 7 to update formatting, conform defined terms, update the name of Liquidnet 5/LNI desktop application to the Liquidnet Application; Item 8 to conform defined terms, update formatting, and update the name of Liquidnet 5 to the Liquidnet Application; Item 9 to conform defined terms; Item 10 to conform defined terms, update formatting and update the name of LNI desktop application to the Liquidnet Application; Item 11 to update formatting, update the name of Liquidnet 5/LNI desktop application to the Liquidnet Application, and conform defined terms; Item 13 to update the name of Liquidnet 5 to the Liquidnet Application, update formatting, and conform defined terms; Item 14 to update formatting and to conform defined terms; Item 15 to update formatting, conform defined terms, update the name of Liquidnet 5 to the Liquidnet Application; Items 19 and 20 to conform defined terms and update the name of LNI desktop application to the Liquidnet Application; and Item 23 to update the name of Liquidnet desktop application to the Liquidnet Application. The changes to this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.d. to change the description of the access to data by Business Development personnel. These changes apply to all subscribers and the Broker-Dealer Operator. LNI anticipates that the changes in this filing will be implemented within 30 days after the effective date of this filing.

amendment_reason

This is an updating amendment to a material amendment filed on October 17, 2019 that updated Part III, Item 5.c. to describe a pilot relating to auto order creation of parent orders. This filing also includes a correcting amendment filed on October 3, 2019 that: (i) amended Part III, Items 10.a., 10.c., and 20.a. regarding the handling of orders during a trading halt; and (ii) amended Part III, Items 7.a. and 15.b. regarding firm contra orders. This filing also includes an updating amendment filed on October 31, 2019 that (i) updated Exhibits 4 and 5, and (ii) updated Part III, Item 2.b. to identify the conditions for an outsourced trading desk to qualify as a customer. This filing also includes a correcting amendment filed on November 4, 2019 that corrected Part III, Item 3.a. relating to automated market surveillance for conditional orders, including the following changes: this functionality is not limited to contra-side conditional orders; the blocking for multiple symbols is manual, and not automated; and LNI can update the default configurations for specific customers. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 2.b to update the definition of Member participants. This change applies to Members. This filing also amends Part III, Item 15.b relating to targeted invitations from parent orders. By default, the Liquidnet system can send targeted invitation notifications for certain parent order types. Prior consent is not required. Participants may opt out of this default behavior. These changes apply to Members and customers. LNI anticipates that the changes to Item 15.b will be implemented within 30 days after approval of this filing.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 21-000025). That original material amendment amended Part III, Items 2.b, 8.a, 11.c, and 13.b to change the description relating to low participation Members. If a Member is designated as a low participation Member, any indications transmitted by the Member to Liquidnet are outside by default. For any indication set to active by a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication. Upon agreement between Liquidnet and a low participation Member, Liquidnet may create an LN auto-ex order for a quantity greater than the default quantity specified above for active indications. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator. LNI expects that these changes will be implemented within 30 days after the effective date of this filing. This filing also incorporates the changes set forth in a prior material amendment (SEC accession number 21-000023). That material amendment amended Part III, Items 2.b and 3.a to change the eligibility criteria for Member participants. The changes in that prior material amendment applied only to subscribers who are Members, not the Broker-Dealer Operator.

amendment_reason

This filing amends the information provided in Exhibit 1 (Schedule A to Form BD of the Broker-Dealer Operator) and Exhibit 2 (Schedule B to Form BD of the Broker-Dealer Operator) in response to Part I, Items 8 and 9, respectively, of Form ATS-N. These changes apply only to the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 22-000015). That original material amendment amended Part II, Items 1.a, 6.a, 6.b, 7.b, 7.c and 7.d and Part III, Items 3.a, 7.a and 9.a, to change the description of the responsibilities of personnel in certain roles, including Trade Coverage, Business Development, Trading Desk and other personnel, and the access to data by such personnel. These changes also include the elimination of certain roles, including the Head of Trading Alpha and Head of Data Science. That original material amendment also amended Part II, Items 7.a and 7.b to change the description of trade advertising and the disclosure of trading information to subscribers and prospects. These changes apply to all subscribers and the Broker-Dealer Operator. That original material amendment also amended Part III, Item 3.a. to remove references to automated blocking of Members from trading in response to particular detected activity. Going forward, Members will not be subject to automated blocking in such cases. These changes apply to subscribers who are Members and the Broker-Dealer Operator. The purpose of this updating amendment is to incorporate the changes set forth in a prior material amendment (SEC accession number 22-000008).

amendment_reason

This filing amends Part III, Item 15.b, to provide additional detail regarding how the maximum number of recipients is implemented for targeted invitations from parent orders. These changes to Part III, Item 15.b apply to Members and customers. This filing also amends Exhibits 4 and 5 of Form ATS-N. Those changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 2.b and 5.c., to remove references to the marketing phrase, global institutional trading network. This filing also amends Part II, Item 6.b, to remove references to non-material service providers. This filing also amends Part III, Item 23.a, to update the name of a current market data vendor and add an additional market data vendor for the Negotiation ATS. This filing also updates certain aggregate platform data previously-included in Exhibits 4 and 5 for the new time period FY 2021, in response to Part III, Item 26 of Form ATS-N. There are no changes to the categories of statistics included in Exhibits 4 and 5. These changes apply only to the Broker-Dealer Operator. This filing also amends Part II, Items 5.a, 5.b, 5.c, and 5.d, and Part III, Items 7.b, 11.b, 13.b and 15.c, to remove references to the Liquidnet mobile application, which has been discontinued. These changes apply to subscribers who are Members and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 4.a, 7.a, 11.c, 18.b and 18.c, of Form ATS-N to provide that negotiations, and closing price proposals, are permitted after the close of the regular trading session of the primary market. LNI expects that the changes in this filing will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to all subscribers.

amendment_reason

This filing is a correcting amendment to Part II, Item 6 to add AWS and Salesforce as Service Providers, update the direct owner of LNI, add personnel and affiliates that have access to CTI; and Item 7 to change the access to data for Trade Coverage and Trading Desk personnel, add additional personnel with CTI access, and add language regarding LNIs CRM system. This is amending Schedule A to reflect a change of the Chief Compliance Officer. This is amending Schedule B to reflect a change of the direct owner of Liquidnet, Inc. The changes in this correcting amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 15.b., to provide that (i) upon request by a customer, Liquidnet can limit the customers look-back period for receiving targeted invitations based on prior opposite-side orders, and (ii) upon request by a Member or customer, Liquidnet can also limit targeted invitations received by the Member or customer by applying a minimum size threshold to the Members/customers prior opposite side indications, orders or prior placed-away indications, as applicable. These changes apply to Members and customers. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 24-000015), which amended Part II, Items 5 and 7 and Part III, Items 5, 7, 8, 11, and 15 of its Form ATS-N to add an attribute to indications and orders called SuperBlock that allows subscribers to trade in larger sizes. This filing also incorporates the changes sets forth in a prior correcting amendment (SEC accession number 24-000021) that amended Part III, Item 8, of its Form ATS-N to amend the maximum principal value of any execution from $150 million to $300 million. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000022). That material amendment amends Part III, Items 8.a. and 11.c., of Form ATS-N, including ATS-N Part 3, ITM, to change the default maximum tolerance from 35,000 shares to the minimum negotiated execution size. As of the implementation date for this change: LNI will set the minimum negotiated execution size as the default maximum tolerance for any trader that had a default maximum tolerance of 35,000 shares immediately prior to the implementation date for this change; and LNI will not change the pre-existing default maximum tolerance for any trader that had a default maximum tolerance above 35,000 shares immediately prior to the implementation date for this change. LNI expects that the changes above will be implemented within 30 days after the effective date of this Form ATS-N filing. These changes apply to Members. This filing also incorporates the changes set forth in a prior material amendment (SEC accession number 20-000021). That material amendment amended Part II, Items 7.a., 7.b. and 7.c., and Part III, Item 14.a., of Form ATS-N. These amendments provided for changes to Liquidnet Transparency Controls and Liquidnets associated policies. The changes in that material amendment applied to different classes of subscribers and the Broker-Dealer Operator as described therein.

amendment_reason

This filing updates and amends the aggregate platform data provided in Exhibits 4 and 5 in response to Part III, Item 26, of Form ATS-N. These changes include a change in time period (FY 2020) applicable to certain metrics. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to amended Part III, Item 1 of its Form ATS-N to reflect an amendment of the types of ATS Subscribers to align with current disclosure related to Dealers. This is amending Part III, Item 19 to reflect how regulatory Consolidated Audit Trail (CAT) fees are assessed for transactions on the Negotiation ATS and discloses that LNI, as broker-dealer operator of the Negotiation ATS, is not passing through such CAT fees to Subscribers. This is amending Schedule A to reflect a change of the Chief Compliance Officer. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 1.a, 6.a, 6.b, 7.b, 7.c and 7.d and Part III, Items 3.a, 7.a and 9.a, to change the description of the responsibilities of personnel in certain roles, including Trade Coverage, Business Development, Trading Desk and other personnel, and the access to data by such personnel. These changes also include the elimination of certain roles, including the Head of Trading Alpha and Head of Data Science. This filing also amends Part II, Items 7.a and 7.b to change the description of trade advertising and the disclosure of trading information to subscribers and prospects. These changes apply to all subscribers and the Broker-Dealer Operator. This filing also amends Part III, Item 3.a. to remove references to automated blocking of Members from trading in response to particular detected activity. Going forward, Members will not be subject to automated blocking in such cases. These changes apply to subscribers who are Members and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 2.b to update the definition of Member participants. These changes apply to Members.

amendment_reason

This filing is an updating amendment to Part II, Item 2 of its Form ATS-N to reflect a more descriptive statement regarding affiliates and their clients and Item 7 to delete the reference to chat rooms and correct a typographical error about qualifying Members. This filing is also amending Part III, Item 2 to amend the response under the item regarding eligibility for ATS services related to the definition and admission of Members and Customers, to make conforming changes of defined terms and the deletion of low participation members; Item 3 to amend the response under the item regarding the exclusion of Members and Customers from ATS services by LNI, to make conforming changes of defined terms, and the deletion of Liquidity Watch; Item 5 to delete the reference the SmartSockets protocol, to make conforming changes of defined terms, and delete language regarding a retired pilot program; Item 6 to amend that LP could only use the connectivity and co-location services; Item 7 to make conforming changes of defined terms and reflect the deletion to the references to LNI desktop applications and to low participation Members; Item 8 to make conforming changes of defined terms and to reflect the deletion of low participation members; Items 9, 10, 11, 12, 14, 18, 19, 21 and 22 to make conforming changes to defined terms in each item; Item 13 to make conforming changes of defined terms and to delete the reference to low participation Members; and Item 15 to make conforming changes of defined terms and to reflect the deletion of Liquidity Watch. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 4.a., 7.a., 11.c. and 18.b., of Form ATS-N to provide that negotiations are no longer permitted after the close of the regular trading session and that closing price proposals no longer apply. LNI expects that this change will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to all participants.

amendment_reason

This filing is an updating amendment to Part II, Item 2 to reflect a more descriptive statement regarding affiliates; Item 4 to define the term Liquidnet pool contra; and Item 7 to delete the reference to chat rooms and correct a typographical error about qualifying Members, and Part III, Item 2 to amend the response related to the definition and admission of Members and Customers and the deletion of low participation members; Item 3 to amend the response regarding the exclusion of Members and Customers by LNI, to make conforming changes of defined terms and the deletion of Liquidity Watch; Item 5 to delete the reference to SmartSockets, to make conforming changes of defined terms, and the deletion of language regarding a retired pilot program; Item 6 to delete the response as these services are not provided to Members and Customers; Item 7 to make conforming changes of defined terms and to delete the references to chat rooms, to LNI desktop applications and to low participation Members; Item 8 to make conforming changes of defined terms and to reflect the deletion of low participation Members; Items 9, 19, and 22 to make conforming changes to defined terms; Item 10 to amend the response regarding opening and reopening of the ATS and to make conforming changes to defined terms; Item 11 to make conforming changes of defined terms, to delete the references to LNI desktop applications, to low participation Members, and to chat rooms; Item 13 to make conforming changes of defined terms, to delete the references to LNI desktop applications and to low participation Members; Item 14 to make conforming changes to defined terms, to delete the references to Liquidnet Capital Markets and changes to Liquidnet Transparency Controls; Item 15 to delete the references to chat rooms; and Item 23 to make conforming changes of defined terms and to amend a market data provider. The changes to this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 14.a. and 15.b. relating to targeted invitations. Effective on or after February 3, 2020, liquidity partners can send targeted invitations. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000035). That material amendment amends Part II, Item 7.a., of Form ATS-N to provide that, upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This change applies to Members and customers. This filing also incorporates the changes set forth in a prior updating amendment to material amendment (SEC accession number 20-000033). That material amendment amended Part III, Items 4.a., 7.a., 10.a., 11.c., 18.b. and 11.c., of Form ATS-N to provide that negotiations are no longer permitted after the close of the regular trading session and that closing price proposals no longer apply. The changes in that amendment applied to all participants. This filing also incorporate the changes set forth in a correcting amendment (SEC accession number 20-000040). That correcting amendment amended Part II, Item 7.d., of Form ATS-N to update the description of the activities conducted by Trade Coverage, Execution Consultant, Business Development and other personnel, and the access to data by such personnel, and described a new Head of Trading Alpha role. The changes in that amendment applied to Members, customers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 2.b, 3.a., 10.a., 10.c. and 20.a. as follows: (i) this filing identifies the conditions for an outsourced trading desk to qualify as a customer; (ii) this filing identifies the conditions for restricting a liquidity partner from displaying broker block opportunities; and (iii) this filing updates how the H2O ATS handles trading halts. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is a correcting amendment to Part III, Item 3.a. relating to automated market surveillance for conditional orders, including the following changes: this functionality is not limited to contra-side conditional orders; the blocking for multiple symbols is manual, and not automated; and LNI can update the default configurations for specific customers. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.d to change the description of the activities conducted, and/or access to data, by the Head of Data Science and Trading Analytics personnel. These changes apply to all subscribers and the Broker Dealer Operator. This filing also amends Part III, Items 2.b and 14.a relating to the participation criteria applicable to broker dealers acting as outsourced trading desks on behalf of buy-side institutions. LNI may permit a broker dealer acting as an outsourced trading desk on behalf of buy-side institutions to participate as an automated routing dealer or a buy-side trading desk customer even if the dealer does not identify the buy-side institution to LNI on an order-by-order basis, but Members and customers may elect to opt-out of interacting with order flow from such outsourced trading desk(s). These changes apply to Members and customers. LNI anticipates that the changes in this filing will be implemented within 30 days after approval of this filing.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000070). That original material amendment amended Part III, Items 4.a, 7.a, 11.c, 18.b and 18.c, of Form ATS-N to provide that negotiations, and closing price proposals, are permitted after the close of the regular trading session of the primary market. LNI expects that these changes will be implemented within 30 days after the effective date of this filing. These changes apply to all subscribers. This filing also incorporates the changes set forth in a prior material amendment (SEC accession number 20-000066). That material amendment amended Part III, Item 2.b to update the definition of Member participants. The changes in that prior material amendment applied to Members.

amendment_reason

This filing amends Part III, Item 14.a., to remove the provision that a liquidity partner can provide an exclusion list to LNI to block Members and customers on the exclusion list from interacting with the LPs orders on the H2O ATS. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 14.a., to provide as follows: (1) upon a liquidity provider (LP) providing an exclusion list to LNI, LNI will block the Members and customers on the exclusion list from interacting with the LPs orders on the H2O ATS; and (2) a participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to Part II, Item 1 of its Form ATS-N to reflect a more descriptive statement regarding business units; Item 2 to correct answers in the disclosure of LNI affiliates; Item 5 to correct the response under the item regarding products and services offered by the ATS; Item 6 to provide additional information regarding shared services of the ATS; and Item 7 to amend the roles and responsibilities of personnel that have access to confidential trading information. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends the information provided in Exhibit 1 (Schedule A to Form BD of the Broker-Dealer Operator) and Exhibit 2 (Schedule B to Form BD of the Broker-Dealer Operator) in response to Part I, Items 8 and 9, respectively, of Form ATS-N. This filing also updates certain aggregate platform data previously-included in Exhibits 4 and 5 for the new time period Q1 2021, in response to Part III, Item 26 of Form ATS-N. There are no changes to the categories of statistics included in Exhibits 4 and 5. These changes apply only to the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 0001110644-24-000027), which amended Part III, Items 7, 8, and 15 of its Form ATS-N to reflect an amendment of the minimum match and execution size. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This correcting amendment amends Part III, Items 10.a., 10.c., and 20.a. of accession number 000041 regarding the handling of orders during a trading halt. This correcting amendment provides an updated and corrected version of these items and an updated and corrected Exhibit 3. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends the following Form ATS-N items: Part II, Items 7.a., 7.b. and 7.c., and Part III, Item 14.a. These amendments provide for the following changes to Liquidnet Transparency Controls and Liquidnets associated policies: * Liquidnet (LNI) will combine the Liquidnet Transparency Controls trade advertising elections into two categories: Liquidnet community advertising; and external advertising. * New Members and customers will be defaulted to intra-day community advertising. Members and customers can elect one of the following alternatives through Liquidnet Transparency Controls: end-of-day community advertising; or T+21 community advertising. * New Members and customers will be defaulted to intra-day external advertising. Members and customers can elect one of the following alternatives through Liquidnet Transparency Controls: end-of-day external advertising; or no external advertising. * Existing Member and customers will be defaulted to intra-day external advertising if they are currently opted-in to end-of-day Bloomberg advertising and will be defaulted to off for external advertising if they are currently opted-out from end-of-day Bloomberg advertising. * By default, Execution Consultants can view all executions by the participants that they cover, regardless of the order type. As updated, a Member or customer will be able to elect through Liquidnet Transparency Controls to restrict Execution Consultants to only view the Members or customers algo executions (including surge capture and residuals). * The elections relating to interacting with Liquidnet Capital Markets (LCM) customer liquidity will be simplified to one category. LNI expects that the changes above will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to different classes of subscribers and the Broker-Dealer Operator as described above.

amendment_reason

This material amendment amends Part III, Item 7.a. to provide that the firm contra configuration will apply to all child orders of a parent order from an automated routing customer. Automated routing customers can no longer elect a different configuration. This amendment also includes conforming amendments to this Item. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 4.a, 10.a, 10.c, 11.a, 11.c, 18.a, 18.b, and 18.c relating to subscribers ability to trade after the close of the regular trading session of the primary market at the official closing price. This filing also amends Part III, Item 15.b to change the default maximum number of recipients from 5 to 10 for targeted invitations from parent orders. LNI anticipates that the changes in this filing will be implemented within 30 days after approval of this filing. The changes in this filing apply to all subscribers.

amendment_reason

This filing amends Part III, Item 26, to indicate that the ATS does not provide aggregate platform data to Subscribers. This change applies to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 21-000026). That original material amendment amended Part III, Items 2.b, 8.a, and 13.b to change the description relating to low participation Members. For any indication set to active by a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication. Upon agreement between Liquidnet and a low participation Member, Liquidnet may create an LN auto-ex order for a quantity greater than the default quantity specified above for active indications. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing. This filing also incorporates the changes set forth in a prior material amendment (SEC accession number 21-000024). That material amendment amended Part III, Items 2.b and 3.a to change the eligibility criteria for Member participants. The changes in that prior material amendment applied only to subscribers who are Members, not the Broker-Dealer Operator.

amendment_reason

This filing is a correcting amendment to amended Part 1, Item 7 of its Form ATS-N to reflect new data centers for the ATS. This is amending Part II, Item 1, to remove unresponsive language and correct an answer in the disclosure of LNI trading activities on the ATS; Item 2 to add and remove affiliates; Item 3 to correct the response under the item and remove unresponsive language; Item 5 to remove unresponsive language of products and services offered by the ATS; Item 6 to provide the definition of confidential trading information, to correct the names of departments that have access to confidential information and to add additional service providers of the ATS; & Item 7 to reflect changes to the procedures for access to internal applications, changes to the employee trading policies, amending the roles and responsibilities of personnel that have access to confidential trading information. This is re-attaching the document containing current additional disclosures to Part III Item 11c, which had been inadvertently dropped from the previous amendment. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 7.a and 7.b to remove references to liquidity partners (LPs) and the H2O ATS that had been inadvertently included in Form ATS-N for the Negotiation ATS. LPs have not, in the past nor currently, participated on the Negotiation ATS. These changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000035). That material amendment amends Part II, Item 7.a., of Form ATS-N to provide that, upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This change applies to Members and customers. This filing also incorporate the changes set forth in a correcting amendment (SEC accession number 20-000039). That correcting amendment amended Part III, Item 15.b., of Form ATS-N relating to the default minimum execution size for manual targeted invitation orders. The changes in that amendment applied to Members. This filing also incorporate the changes set forth in a correcting amendment (SEC accession number 20-000041). That correcting amendment amended Part II, Item 7.d., of Form ATS-N to update the description of the activities conducted by Trade Coverage, Execution Consultant, Business Development and other personnel, and the access to data by such personnel, and described a new Head of Trading Alpha role. The changes in that amendment applied to Members, customers and the Broker-Dealer Operator.

amendment_reason

This filing is a correcting amendment to amended Part 1, Item 7 of its Form ATS-N to reflect new data centers for the ATS. This is amending Part II, Item 1, to remove unresponsive language and correct an answer in the disclosure of LNI trading activities on the ATS; Item 2 to add and remove affiliates; Item 3 to correct the response under the item and remove unresponsive language; Item 5 to remove unresponsive language of products and services offered by the ATS; Item 6 to provide the definition of confidential trading information, to correct the names of departments that have access to confidential information and to add additional service providers of the ATS; & Item 7 to reflect changes to the procedures for access to internal applications, changes to the employee trading policies, amending the roles and responsibilities of personnel that have access to confidential trading information. The changes in this correcting amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 2.b and 3.a to change the eligibility criteria for Member participants. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 2.b and 14.a to change the participation criteria applicable to Members and customers. LNI may permit a broker-dealer acting as an outsourced trading desk (OTD) on behalf of buy-side institutions to participate as a buy-side Member or customer even if the broker dealer does not identify the buy-side institution to LNI on an order-by-order basis. Order flow from such an OTD is treated the same as order flow from any other buy-side Member or customer. Participation criteria concerning minimum assets under management applicable to institutional investors in the US and Canada does not apply to a broker dealer acting as an OTD. An institutional investor can include an affiliate or division of a bank that conducts an investment or wealth management business, including a broker-dealer affiliate of a bank. These changes apply to all subscribers and the Broker-Dealer Operator. LNI anticipates that the changes in this filing will be implemented within 30 days after approval of this filing.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000049) to provide additional detail relating to low participation Members. The original material amendment amended Part III, Items 2.b., 7.b., 8.a., 11.b., 11.c. and 13.b., relating to low participation Members. For any indication received from a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication, but the quantity of the LN auto-ex order will not exceed the available quantity of the indication. If a Member is designated as a low participation Member, any indications transmitted by the Member to Liquidnet are active by default. These changes apply to Members. The original material amendment amended Part III, Item 15.b., relating to the display of firm contra orders. These changes apply to Members and customers. LNI anticipates that the changes to Item 15.b. will be implemented within 30 days after approval of this filing. This filing also incorporates the changes set forth in a prior updating amendment (SEC accession number 20-000054) that updated Exhibits 4 and 5. The changes in that updating amendment applied to all participants and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 2.b. to add a sub-section on outsourced trading desks. This sub-section identifies the conditions for an outsourced trading desk to qualify as a customer. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.a. and Part III, Items 2.b, 11.c, 13.d and 14.a to change the description relating to the list of liquidity partners (LPs) made available to Members and customers and the ability of Members and customer to block interaction with LPs. Liquidnet makes available a list of LPs that access the system via their own or third-party routing infrastructure/algos (known as external LPs). The reason for providing this list is to allow Members and customers the option to block interaction with specific, external LPs. These changes apply to all subscribers and the Broker-Dealer Operator. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing.

amendment_reason

This filing amends Part II, Item 7.a. to provide that community advertising includes the execution price. This filing amends Part II, Items 7.b. and 7.d. to clarify an inconsistency relating to Business Development personnel and Transparency Controls. This filing amends Part II, Item 7.d. to update the description of employee access to internal dashboards, update the description on access to data by Liquidity Partnership personnel, and add a section on access to data by the Head of Data Science. The changes in this filing apply to Members and customers and the Broker-Dealer Operator.

amendment_reason

LNI submits this Correcting Amendment, which amends Part III, Item 8, of its Form ATS-N to amend the maximum principal value of any execution from $150 million to $300 million. This change in this Amendment applies to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 7.a. and 7.d., Part III, Item 14.a., and Exhibits 1, 4 and 5 of Form ATS-N. The changes to Part II, Item 7.a., and Part III, Item 14.a., reflect that planned changes to Liquidnet Transparency Controls that were described in a prior Form ATS-N material amendment took effect on April 6, 2020. The changes to Part II, Item 7.d., relate to changes in organizational structure and details relating to internal data access. This includes a description of additional organizational roles. The changes to Exhibit 1 reflect Board and officer changes for the Broker-Dealer Operator. The changes to Exhibits 4 and 5 reflect changes in aggregate platform-wide order flow and execution statistics of the ATS provided to one or more subscribers as of the end of the calendar quarter. The changes to Exhibit 1 apply to the Broker-Dealer Operator; the other changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 7.a. and 7.b., to provide additional detail relating to trade advertising. This filing amends Part II, Item 7.d., (i) to update the description of the activities conducted by Trading Analytics personnel, and (ii) to provide additional detail relating to certain internal support tools that do not include symbol-specific data. This filing amends Part III, Item 15.b., relating to the default number of recipients for targeted invitations. The changes in this filing apply to Members and customers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 2.b. and 15.b., of Form ATS-N to provide that customers can receive targeted invitations in their order or execution management system (EMS), subject to Liquidnet and the EMS provider having implemented this functionality for the specific EMS. To qualify to receive targeted invitations for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. In connection with this change, LNI is adding as a basis for a recipient receiving a targeted invitation that LNI received an opposite-side order from the recipient at any time during the applicable look-back period (as designated by the sender), where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). A customer only receives notification of targeted invitations from liquidity partner resting orders and broker algo orders if the customer is opted-in to interacting with liquidity partner orders and also opted-in to receiving targeted invitations. LNI expects that the changes above will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to all participant categories and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 2.a. and 2.b. to change the description relating to affiliates trading activities on the H2O ATS. LNI affiliate Tullett Prebon Financial Services LLC may route orders on an agency basis to the H2O ATS as a liquidity partner (LP) with the same access to liquidity and functionality as any third-party LP. These changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This material amendment is being made to the SEC Form ATS-N for the Liquidnet H2O ATS, operated by Liquidnet, Inc. Please note that this material amendment applies to all subscribers of the Liquidnet H2O ATS and to the overall broker-dealer operator Liquidnet, Inc. This material amendment is being made to Part II Section 7a of the Form ATS-N. This material amendment provides details on changes being made to the Liquidnet Employee Trading Policy,

amendment_reason

This filing amends Part III, Items 10.a., 10.c. and 20.a. regarding the handling of orders during a trading halt. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 0001110644-24-000026), which amended Part III, Item 8 of its Form ATS-N to reflect an amendment of the minimum match and execution size. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This is an updating amendment to a material amendment filed on October 7, 2019 that updated Part III, Items 2.b, 3.a., 10.a., 10.c. and 20.a. for the following changes: (i) identifying the conditions for an outsourced trading desk to qualify as a customer; (ii) identifying the conditions for restricting a liquidity partner from displaying broker block opportunities; and (iii) updating how the H2O ATS handles trading halts. This filing also includes an updating amendment filed on October 29, 2019 that updated Part III, Item 26 to change the response from No to Yes and added Exhibits 4 and 5. This filing also includes a correcting amendment filed on November 4, 2019 that corrected Part III, Item 3.a. relating to automated market surveillance for conditional orders, including the following changes: this functionality also applies for conditional orders from LPs; this functionality is not limited to contra-side conditional orders; the blocking for multiple symbols is manual, and not automated; and LNI can update the default configurations for specific customers or LPs. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This material amendment is being made to the Form ATS-N for the Liquidnet Negotiation ATS, operated by Liquidnet, Inc. Please note that this material amendment applies to all subscribers of the Liquidnet Negotiation ATS and to the overall broker-dealer operator, Liquidnet, Inc. This material amendment is being made to Part II Section 7a of the Form ATS-N. This material amendment provides details on changes being made to the Liquidnet Employee Trading Policy.

amendment_reason

This is an updating amendment to a material amendment filed on October 17, 2019 that updated Part III, Item 5.c. to describe a pilot relating to auto order creation of parent orders. This filing also includes an updating amendment filed on October 29, 2019 that updated Part III, Item 26 to change the response from No to Yes and added Exhibits 4 and 5. This filing also includes a correcting amendment filed on November 4, 2019 that corrected Part III, Item 3.a. relating to automated market surveillance for conditional orders, including the following changes: this functionality also applies for conditional orders from LPs; this functionality is not limited to contra-side conditional orders; the blocking for multiple symbols is manual, and not automated; and LNI can update the default configurations for specific customers or LPs. This filing also includes an updating amendment filed on November 8, 2019 that updated Part III, Items 2.b., 3.a., 10.a., 10.c. and 20.a. for the following changes: (i) identifying the conditions for an outsourced trading desk to qualify as a customer; (ii) identifying the conditions for restricting a liquidity partner from displaying broker block opportunities; and (iii) updating how the H2O ATS handles trading halts. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 5.c. to add a sub-section on auto order creation. This sub-section describes functionality for a Member to designate criteria for LNI to automatically generate a parent order based on an indication subsequently received by LNI from the Member. The changes in this filing apply to Members and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 24-000019), which amended Part II, Items 2 and 5 and Part III, Items 2, 5, 7, 11, and 13 of its Form ATS-N to add a new sub-category of order the Enhanced IOC. This changes in this updating amendment apply to all Subscribers but with particular emphasis on LPs and the Broker-Dealer Operator. LNI is amending Part III, Items 8 and 11 to reflect an amendment of the minimum order size. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing updates and amends the aggregate platform data provided in Exhibits 4 and 5 in response to Part III, Item 26, of Form ATS-N. These changes include identification of a new sector (APAC ADRs) and a new metric (average spread savings). The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing updates Part III, Item 26 to change the response from No to Yes and adds Exhibits 4 and 5. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 7.a. and 7.b., to provide additional detail relating to trade advertising. This filing amends Part II, Item 7.d., (i) to update the description of the activities conducted by Trading Analytics personnel, (ii) to provide additional detail relating to certain internal support tools that do not include symbol-specific data, and (iii) to reinsert the 4th paragraph of sub-section A, which was mistakenly omitted from the most recent filing (SEC accession number 20-000043). The changes in this filing apply to Members and customers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.d., to update the description of the activities conducted by Trade Coverage, Execution Consultant, Business Development and other personnel, and the access to data by such personnel, and to describe a new Head of Trading Alpha role. The changes in this filing apply to Members and customers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 5.a and Part III, Items 8.a, 11.c and 13.b to remove references to active and passive indication status. Unless otherwise configured for a trader, all indications will have an initial default status of available to match with other available contras in the pool. If a trader changes the status of an indication to outside, that indication will not match with available contra indications. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing.

amendment_reason

This filing is an updating amendment to a material amendment that was filed on December 12, 2019 (accession number 19-000072). This filing amends Part III, Item 7.a., to provide that LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is an automated negotiation order. This filing also incorporates an amendment to Part II, Items 4.a. and 4.b., that became effective on January 8, 2020 (accession numbers 19-000070 and 20-000005). The January 8, 2020 amendment provided that a participant can instruct LNI that a parent order that otherwise could be routed to the Negotiation and H2O ATSs should only route to the H2O ATS and not to the Negotiation ATS. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing (a) updates Exhibits 4 and 5, and (b) incorporates the changes to Part III, Item 2.b. set forth in a previously filed material amendment relating to outsourced trading desks. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.a., to provide that, upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or Customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. The changes in this filing apply to Members and customers.

amendment_reason

LNI submits this Correcting Amendment filed April 23, 2024, which amends Part II, Items 1, 2, 3, 5, 6, 7, and Part III, Items 2, 3, 7, 8, 9, 10, 11, 15, 20, and 23 of its Form ATS-N. Specifically, LNI is correcting typographical errors and for consistency. LNI is amending Part II, Items 3, 5, and 7 and Part II, Items 2 and 14 to reflect that Liquidnet Capital Markets is no longer a department of the Firm. LNI is amending Part II, Item 2 to reflect the change in the name of the Canadian regulator from the Investment Inventory Regulatory Organization of Canada to the Canadian Investment Regulatory Organization. LNI is amending Part II, Item 7 to reflect changes in the categories of Person that have access to confidential trading information. LNI is amending Part III, Item 2 to reflect the deletion of language regarding Outsourced dealing service provider as this is not an offering of Negotiation ATS but a global offering of foreign affiliates of LNI. LNI is amending Part III, Item 26 from a Yes to a NO to reflect that the LNI is no longer providing such information to subscribers. LNI is amending Part II, Item 7,Neg ITM2 7d to correct typographical errors and for consistency. LNI amends Exhibits 1 and 2 of its Form ATS-N (Schedules A & B of LNIs Form BD) to reflect changes formatting changes to the Exhibits. The changes in this Amendment apply to all Subscribers and the Broker-Dealer Operator. LNI amends Exhibit 2 of its Form ATS-N (Schedule B of LNIs Form BD) to reflect changes to Indirect Owners of LNI. This change in this Amendment applies only to the Broker-Dealer Operator and not to Subscribers.

amendment_reason

This filing amends Part III, Item 15.b. relating to targeted invitations. Effective on or after January 13, 2020, a targeted invitation order will display the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender and (ii) the default minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. Effective on or after January 13, 2020, targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the participant having opted-in to interacting with liquidity partners, but if a participant has opted-in to interacting with liquidity partners, a trader at the participant firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. The changes in this filing apply to Members and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Item 15.b. relating to targeted invitations. Effective on or after January 13, 2020, a targeted invitation order will display the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. Effective on or after January 13, 2020, targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the participant having opted-in to interacting with liquidity partners, but if a participant has opted-in to interacting with liquidity partners, a trader at the participant firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 4.a., 7.a., 10.a., 11.c., 18.b. and 18.c., of Form ATS-N to provide that negotiations are no longer permitted after the close of the regular trading session and that closing price proposals no longer apply. LNI expects that this change will be implemented within 30 days after the effective date of this Form ATS-N filing. The changes in this filing apply to all participants.

amendment_reason

This filing amends Exhibits 4 and 5 of Form ATS-N. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends the information provided in Exhibit 1 (Schedule A to Form BD of the Broker-Dealer Operator) in response to Part I, Item 8 of Form ATS-N. These changes apply only to the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000069). That original material amendment amended Part III, Items 4.a, 10.a, 10.c, 11.a, 11.c, 18.a, 18.b, and 18.c relating to subscribers ability to trade after the close of the regular trading session of the primary market at the official closing price. That material amendment also amended Part III, Item 15.b to change the default maximum number of recipients from 5 to 10 for targeted invitations from parent orders. LNI anticipates that these changes will be implemented within 30 days after approval of this filing. These changes apply to all subscribers. This filing also incorporates the changes set forth in a prior material amendment (SEC accession number 20-000064). That prior material amendment amended Part III, Item 2.b to update the definition of Member participants. Those changes applied to Members. That prior material amendment also amended Part III, Item 15.b to provide that, by default, the Liquidnet system can send targeted invitation notifications for certain parent order types. Prior consent is not required. Participants may opt out of this default behavior. Those changes applied to Members and customers.

amendment_reason

This filing amends Part III, Items 2.b., 7.b., 8.a., 11.b. and 11.c. relating to low participation Members. For any indication received from a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication, but the quantity of the LN auto-ex order will not exceed the available quantity of the indication. If a Member is designated as a low participation Member, any indications transmitted by the Member to Liquidnet are active by default. These changes apply to Members. This filing amends Part III, Item 15.b., relating to the display of firm contra orders. These changes apply to Members and customers. LNI anticipates that the changes to Item 15.b. will be implemented within 30 days after approval of this filing.

amendment_reason

This updating amendment is being made to the SEC Form ATS-N for the Liquidnet Negotiation ATS, operated by Liquidnet, Inc Please note that this amendment applies to all subscribers of the Liquidnet Negotiation ATS and to the overall broker-dealer operator Liquidnet, Inc. This updating amendment is to MA 051, which amends Part II Item 7a to provide details on changes being made to the Liquidnet Employee Trading Policy.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000064). That original material amendment amended Part III, Items 2.b to update the definition of Member participants. These changes apply to Members. The original material amendment also amended Part III, Item 15.b relating to targeted invitations from parent orders. By default, the Liquidnet system can send targeted invitation notifications for certain parent order types. Prior consent is not required. Participants may opt out of this default behavior. These changes apply to Members and customers. LNI anticipates that the changes to Item 15.b will be implemented within 30 days after approval of this filing. This filing also incorporates the changes set forth in a prior updating amendment (SEC accession number 20-000068). That updating amendment amended Part III, Item 15.b, to provide additional detail regarding how the maximum number of recipients is implemented for targeted invitations from parent orders. These changes apply to all subscribers. This filing also amends Exhibits 4 and 5 of Form ATS-N. Those changes apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Items 4.a. and 4.b., to provide that upon effectiveness of this filing, a participant can elect that an order interact only with the H2O ATS and not with the Negotiation ATS. The changes in this filing apply to Members and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 5.a and Part III, Items 2.b, 3.a., 7.a, 8.a, 11.a, 11.c, 13.b, 15.b and 15.c to remove references to active and passive indication status. Unless otherwise configured for a trader, all indications will have an initial default status of available to match with other available contras in the pool. If a trader changes the status of an indication to outside, that indication will not match with available contra indications. These changes apply only to subscribers who are Members, not the Broker-Dealer Operator. LNI anticipates that these changes will be implemented within 30 days after the effective date of this filing.

amendment_reason

This updating amendment is being made to SEC Form ATS-N for the Liquidnet H2O ATS, operated by Liquidnet, Inc. Please note that this amendment applies to all subscribers of the Liquidnet H2O ATS and to the overall broker-dealer operator, Liquidnet, Inc. This is an updating amendment to MA 052, that provides details on changes being made to the Liquidnet Employee Trading Policy.

amendment_reason

This filing makes the following three amendments: 1. Previously, only Qualifying Members could send Targeted Invitations; going forward, all Members can send Targeted Invitations. We previously filed this as a material amendment. 2. This filing removes Attachment Part III-ITN-11c and incorporates the content of this attachment in the response to Part III, Item 11.c. This is not a substantive change. 3. With regard to the routing of orders, we have changed the responses to Part II, Item 1.d. and Part III, Item 16.a. from Yes to No and incorporated the prior response to Part III, Item 16.a. into Part III, Item 7.a. In connection with this change, this filing removes Attachment Part III-ITN-16a, and the response to Part III, Item 16.b. is no longer applicable. The following responses are amended in this filing: Part II, Items 1.d., 5.b. and 5.d.; and Part III, Items 2.b., 7.a., 11.c., 15.b., 16.a. and 16.b. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing updates Exhibits 4 and 5. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to a material amendment (SEC accession number 20-000050) to provide additional detail relating to low participation Members. The original material amendment amended Part III, Items 2.b., 7.b., 8.a. and 13.b., relating to low participation Members. For any indication received from a low participation Member, Liquidnet will create an LN auto-ex order for the greater of 10,000 shares and 10% of the available quantity of the indication, but the quantity of the LN auto-ex order will not exceed the available quantity of the indication. These changes apply to Members. The original material amendment amended Part III, Items 7.a., 8.a. and 15.b., to provide that, by default, broker block opportunities that are below the tolerance for a Members indication will be displayed to a Member. These changes apply to liquidity partners and Members. LNI anticipates that these changes will be implemented within 30 days after approval of this filing. The original material amendment amended Part III, Item 15.b., to provide that upon request by a Member, Liquidnet can limit the Members look-back period for receiving targeted invitations. These changes apply to Members. LNI anticipates that these changes will be implemented within 30 days after approval of this filing. This filing also incorporates the changes set forth in a prior updating amendment (SEC accession number 20-000055) that updated Exhibits 4 and 5. The changes in that updating amendment applied to all participants and the Broker-Dealer Operator.

amendment_reason

This filing amends Part II, Item 7.d to change the description of the activities conducted, and/or access to data, by the Head of Data Science and Trading Analytics personnel. These changes apply to all subscribers and the Broker Dealer Operator. This filing also amends Part III, Items 2.b and 14.a relating to the participation criteria applicable to broker dealers acting as outsourced trading desks on behalf of buy-side institutions. LNI may permit a broker dealer acting as an outsourced trading desk on behalf of buy-side institutions to participate as an automated routing dealer or a buy-side trading desk customer even if the dealer does not identify the buy-side institution to LNI on an order-by-order basis, but Members and customers may elect to opt-out of interacting with order flow from such outsourced trading desk(s). These changes apply to Members and customers. This filing also amends Part III, Items 7.a, 11.c, 13.a, 13.b, and 13.d to disclose tiering of liquidity partners (LPs). LPs are assigned to tiers on a monthly basis based on performance metrics. Tiering is used only to determine execution priority among two (or more) same-side LP orders in the same prioritization category. These changes apply to LPs. LNI anticipates that the changes in this filing will be implemented within 30 days after approval of this filing.

amendment_reason

This filing is an updating amendment to a material amendment that was filed on December 9, 2019. This filing amends Part II, Items 4.a. and 4.b., to provide that a participant can instruct LNI that a parent order that otherwise could be routed to the Negotiation and H2O ATSs should only route to the H2O ATS and not to the Negotiation ATS. The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This material amendment amends Part III, Item 7.a. to provide that on or after January 13, 2020 LNI will instruct the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is an automated negotiation order. The changes in this filing apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This filing amends Part III, Items 14.a. and 15.b., to provide that liquidity partners can send targeted invitations. This filing also incorporates the changes set forth in (a) a prior updating amendment to Part II, Items 4.a. and 4.b. (SEC accession number 20-000004), (b) a prior updating amendment to Part II, Items 4.a. and 4.b., and Part III, Item 15.b. (SEC accession number 20-000006), and (c) a prior updating amendment to Exhibits 4 and 5 (SEC accession number 20-000008). The changes in this filing apply to all subscribers and the Broker-Dealer Operator.

amendment_reason

This filing is an updating amendment to amended Part III, Item 1 of its Form ATS-N to reflect an amendment of the types of ATS Subscribers to align with current disclosure related to Dealers. This is amending Part III, Item 19 to reflect how regulatory Consolidated Audit Trail (CAT) fees are assessed for transactions on the H2O ATS and discloses that LNI, as broker-dealer operator of the H20 ATS, is not passing through such CAT fees to Subscribers. This is amending Schedule A to reflect a change of the Chief Compliance Officer. The changes in this updating amendment apply to all Subscribers and the Broker-Dealer Operator.

ats_name

Liquidnet Negotiation ATS

ats_name

Liquidnet H2O ATS

ats_name

NMS Stock ATS

operator_crd

000103987

operator_name

LIQUIDNET, INC.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the System by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the System must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the System, the Liquidnet integration adapter electronically transmits to the System orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the System with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the System except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the System defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the System to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Indication status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the System determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the System can transmit the senders proposal to a lower priority contra instead of the LPC. * If the System determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the System can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the System notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indication to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The System determines matches based on the security IDs provided by each Member. The System only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the System provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the System will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the System will attempt to make the pop-up visible to the trader. Match break notification The System notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher, the System further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an available indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the System can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the System can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the System send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Trade Coverage personnel and associated analytics teams, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Following execution against an order with the firm contra configuration, the traders indication remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Active, passive and outside status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system lists active contras in the negotiation room based on time priority (when the contra went active), except that the contra that represents the LPC (see below) is listed above other contras. By default, a traders initial proposal is sent to the contra that is listed first in the negotiation room, but a trader can override this default by selecting a different contra prior to sending an invitation. If a trader submits a proposal from the match pop-up screen, the trader does not have the ability to view or select among multiple contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only contra displayed to Trader 2 as active for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as active during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher and is active on an indication, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an active indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. An automated routing customer can request that the firm contra configuration not apply, in which case, for any parent Liquidnet-only order from the customer, LNI will transmit a child order to the Negotiation ATS without the firm contra configuration Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Execution against an order with the firm contra configuration changes the traders status on the applicable indication to active. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders An order that has the firm contra configuration can only be executed at the mid-price or better. The execution price must be within any price constraint for the parent order set by the automated routing customer or the creator of the algo, LN auto-ex or manual targeted invitation order. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) transmitted by LPs * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and Customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or Customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs (assuming all LPs are assigned to the same tier) * Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or Customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and Liquidnet Pool Contra (LPC) orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the Customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by LPs Description LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. The permitted time-in-force for an Enhanced IOC is determined by the LP and is further detailed in Item 11.c. of Part III. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or Customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the System will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the System will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Active, passive and outside status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system lists active contras in the negotiation room based on time priority (when the contra went active), except that the contra that represents the LPC (see below) is listed above other contras. By default, a traders initial proposal is sent to the contra that is listed first in the negotiation room, but a trader can override this default by selecting a different contra prior to sending an invitation. If a trader submits a proposal from the match pop-up screen, the trader does not have the ability to view or select among multiple contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only contra displayed to Trader 2 as active for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as active during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. No matching of indications after the close Liquidnet does not match indications after the close. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher and is active on an indication, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are two types of negotiation proposals: priced; and mid-peg. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. Liquidnet does not permit negotiations after the close of the regular trading session. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an active indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Execution against an order with the firm contra configuration changes the traders status on the applicable indication to active. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners (LPs) * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs * Conditional resting orders from LPs. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners (LPs) can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets (i) the tolerance of the Members indication, and (ii) one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners ("LPs") * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as "broker block accepts"). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an "LNI resting order." An LNI resting order is a child order of the participant's parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra- party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: o Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. o Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. o Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra- orders in the H2O ATS consist of: o LNI resting orders, firm or conditional o Resting orders from LPs, firm or conditional o IOC orders from LPs o Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the order's minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs * Conditional resting orders from LPs. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A "mid-peg instruction" means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the user's price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing The H2O ATS does not route orders to other venues. LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner, as described in the response to Item 16 of Part III. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customer's OMS, the default time-in-force instruction is "day". Most of LNI's algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a "day" or "GTC" instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles "day" and "GTC" orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners ("LPs") can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid- peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is "day". (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A "broker block opportunity" is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid- peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets (i) the tolerance of the Member's indication, and (ii) one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. Members elect through Liquidnet Transparency Controls whether to interact with resting orders from LPs. If a Member elects to interact with resting orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyer's price constraint is at or above the seller's price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid- price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Member's perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Member's perspective. (v) Routing The H2O ATS does not route orders to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners (LPs) * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs * Conditional resting orders from LPs. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners (LPs) can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets (i) the tolerance of the Members indication, and (ii) one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. Members elect through Liquidnet Transparency Controls whether to interact with resting orders from LPs. If a Member elects to interact with resting orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Indication status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system prioritizes available contras based on time , except that the contra that represents the LPC (see below) is prioritized ahead of other contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an available indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Trade Coverage personnel and associated analytics teams, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Following execution against an order with the firm contra configuration, the traders indication remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

The H2O ATS has the following order types: 1. LNI resting orders. 2. IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) transmitted by LPs. 3. Resting orders transmitted by LPs. 4. Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. 1. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of Participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the Participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: A. Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price. B. Execution at an execution price. At a particular execution price, the following priority applies: i. Execution against Member and Customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or Customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ii. Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. iii. Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. C. Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: i. LNI resting orders, firm or conditional. ii. Resting orders from LPs, firm or conditional. iii. IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) from LPs. iv. Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: A. LNI resting orders (whether firm or conditional). B. Firm resting orders from LPs (assuming all LPs are assigned to the same tier). C. Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or Customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and Liquidnet Pool Contra (LPC) orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet Application or sent from the Customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a Participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the Participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. 2. IOC transmitted by LPs Description LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. (v) Routing The H2O ATS does not route LP IOC orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. The permitted time-in-force for an Enhanced IOC is determined by the LP and is further detailed in Item 11.c. of Part III. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. 3. Resting orders transmitted by LPs. Description LPs can transmit resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the H2O ATS. (ii) Conditions Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. A resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side IOI to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. 3. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to Participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side IOI in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or Customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. For this purpose, ADV means the average daily trading volume in the stock for the 30 prior trading days. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members IOI if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but LNI can disable this configuration upon request by the Member. Upon request LNI can set a configuration where the H2O ATS will display to a trader at the Member, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the H2O ATS will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accepts only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using the Liquidnet Application version 5.13 (or any subsequent version of the Liquidnet Application can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of the Liquidnet Application, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to Participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through the Liquidnet Application.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Active, passive and outside status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system lists active contras in the negotiation room based on time priority (when the contra went active), except that the contra that represents the LPC (see below) is listed above other contras. By default, a traders initial proposal is sent to the contra that is listed first in the negotiation room, but a trader can override this default by selecting a different contra prior to sending an invitation. If a trader submits a proposal from the match pop-up screen, the trader does not have the ability to view or select among multiple contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only contra displayed to Trader 2 as active for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as active during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher and is active on an indication, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an active indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Execution against an order with the firm contra configuration changes the traders status on the applicable indication to active. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

The Negotiation ATS has two order types: 1. Manual negotiation orders. 2. Liquidnet pool contra (LPC) orders. Functionality The Negotiation ATS provides the functionality of SuperBlock matching, which allows for Members and Customers to trade in larger sizes. We describe this functionality in greater detail in response to this Item 11.c. of Part III 1. Manual negotiation orders IOIs Background Members interact with the Negotiation ATS by transmitting IOIs to LNI. IOIs are non-binding, which means that a further affirmative action must be taken by the Member trader before an executed trade can occur. OMS requirement Every Member that provides IOIs to the Negotiation ATS must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a Member trader logs on to the Negotiation ATS, the LNI integration adapter electronically transmits to the Negotiation ATS orders from the Members OMS assigned to that Member trader. After the trader has logged on, the LNI integration adapter periodically queries the Members OMS and updates the Negotiation ATS with changes from the OMS relating to the traders orders. OMS limit orders LNI may filter or make ineligible for trading IOIs of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. IOI quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A Member trader cannot change these quantities in the Negotiation ATS except by changing the quantities in his or her OMS. Working quantity Working quantity for an IOI received by the Negotiation ATS defaults to the available quantity for that IOI, but a trader can manually change his or her working quantity in the Negotiation ATS to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a LNI algo, Liquidnet-only, LN auto-ex, automated negotiation, or manual targeted invitation order. A trader can change his or her working quantity for an IOI at any time prior to a negotiation. IOI matching functionality Regarding IOI matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. IOI status See the response to Item 11.c. of this Part III. (I) Prioritization General priority rules The Negotiation ATS prioritizes available contras based on time, except for the following contras prioritized ahead of others: A. A contra that represents the LPC with at least one order that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching B. A contra that represents an IOI that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching C. A contra that represents the LPC (see below) These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a member trader has the Liquidnet Application version 5.9 or higher and the Trader submits a negotiation proposal from a match pop-up: A. If the Negotiation ATS determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the Negotiation ATS can transmit the senders proposal to a lower priority contra instead of the LPC. B. If the Negotiation ATS determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the Negotiation ATS can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit IOIs to LNIs IOI matching engine. When a Member trader has an IOI that is transmitted to the IOI matching engine of the Negotiation ATS, and there is at least one other Trader with a matching IOI on the opposite side (a contra-party or contra), the Negotiation ATS notifies the first trader and any contra. A matching IOI (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching IOI is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting IOIs of liquidity to outside A trader may set an IOI to outside, which makes the IOI ineligible for the IOI matching engine of the Negotiation ATS. IOIs that are eligible for the IOI matching engine are considered in the pool. Upon request, LNI can configure a Members IOI to be automatically set to outside if the Member does not take an action on a match of the IOI within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the IOI. Price alerts When a Member trader sets an IOI to outside, the trader can set a price alert. The alert notifies the trader when the price set for the IOI is back in the market. Matches The Negotiation ATS determines matches based on the security IDs provided by each Member. The Negotiation ATS only matches buy and sell IOIs for a security if they are of the same instrument type. Matching IOIs with OMS limits - during market hours During regular trading hours, IOIs with OMS limits are eligible for matching where the limit on a buy IOI is at or above the applicable reference price and the limit on a sell IOI is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy IOI) and the offer (in the case of a sell IOI), but a Member can request that LNI set the mid-price as the reference price. Matching IOIs with OMS limits - pre-open and market open LNI allows matching of IOIs pre-open or at market open based on the following reference prices in the applicable stock: A. If there is a valid best bid and best offer in the market, the best bid (in the case of a buy IOI) and the best offer (in the case of a sell IOI). B. If a valid best bid and best offer is not available, last sale price. C. If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching IOIs with OMS limits - after the close LNI only allows matching of IOIs after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the Negotiation ATS provides a larger alert to the Trader on each side upon commencement of a match (also referred to as a match pop-up). A Trader can close a match pop-up at any time. A Trader also can request that LNI disable all match pop-ups for the Trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the Trader has previously closed the pop-up for that match, the Negotiation ATS will send another match pop-up to the Trader; and (ii) if the Trader has not previously closed the pop-up and the pop-up is no longer visible to the Trader because it is hidden behind another screen on the Traders desktop, the Negotiation ATS will attempt to make the pop-up visible to the Trader. Match break notification The Negotiation ATS notifies both sides if a match breaks. If a Member trader has Liquidnet Application version 5.9 or higher, the Negotiation ATS further reports to the trader if a match break results from the contra changing the contras IOI to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by LNI, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A Member cannot modify a negotiation proposal. After a Member trader submits a proposal, he or she can cancel that proposal by either: A. Clicking cancel, to cancel the proposal. B. Clicking end, to terminate the negotiation. If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet Application. C. LPC orders Matching of LPC and manual negotiation orders Members transmit IOIs to the IOI matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching IOIs through the Liquidnet Application. This is referred to as manual negotiation. A trader using Liquidnet Application can negotiate against another manually negotiating trader or against the LPC. LNI can transmit all or a portion of a Participants parent order as an IOI eligible for matching through the LNI IOI matching engine. The following are the types of parent orders: A. LNI algo order. B. Liquidnet-only order. C. LN auto-ex order. D. Automated negotiation order. E. Manual targeted invitation. When a match occurs, the IOI associated with the Participants parent order is represented as an available IOI (the LPC IOI) to the contra trader with an IOI (sometime referred to as the manual contra). In this scenario, the Negotiation ATS can negotiate on behalf of one or more Participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the Participants parent order. This is the LPC order. The word pool refers to the fact that the Negotiation ATS can aggregate parent orders from multiple Participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more Participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the Participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Where the LPC represents multiple contras and the LPC is participating in a Firm SuperBlock match with a manual contra, only those orders enabled for SuperBlock matching and meeting the SuperBlock matching minimum will participate in the execution. Two or more same-side orders meeting this criterion will execute equally as described in the paragraph above. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC IOI can only match with a contra-side IOI if the associated parent order for the LPC IOI has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a LNI algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a Member with a matching contra-IOI as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the Negotiation ATS send a request to the Participants system to commit the shares on the order, and the Participants system responds by sending all or a portion of its remaining unexecuted shares to the Negotiation ATSs (known as a firm-up). This firm-up request is used to protect the Customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Trade Coverage personnel and associated analytics teams, with appropriate follow-up to the Customer to address any issues. Minimum size A Participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. IOI status Following execution against an order with the firm contra configuration, the Member traders IOI remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All Member traders who have upgraded to a version of the Liquidnet Application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the Member trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the Participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a LNI algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Active, passive and outside status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system lists active contras in the negotiation room based on time priority (when the contra went active), except that the contra that represents the LPC (see below) is listed above other contras. By default, a traders initial proposal is sent to the contra that is listed first in the negotiation room, but a trader can override this default by selecting a different contra prior to sending an invitation. If a trader submits a proposal from the match pop-up screen, the trader does not have the ability to view or select among multiple contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only contra displayed to Trader 2 as active for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as active during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher and is active on an indication, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an active indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. An automated routing customer can request that the firm contra configuration not apply, in which case, for any parent Liquidnet-only order from the customer, LNI will transmit a child order to the Negotiation ATS without the firm contra configuration Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Execution against an order with the firm contra configuration changes the traders status on the applicable indication to active. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders Currently, an order with the firm contra configuration is only displayed to a Member when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). Effective on or after November 1, 2019, all traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality will also be enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive firm contra mid order notifications. In such cases, the trader will only be permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

The H2O ATS has the following order types: 1. LNI resting orders. 2. IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) transmitted by LPs. 3. Resting orders transmitted by LPs. 4. Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. 1. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of Participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the Participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: A. Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price. B. Execution at an execution price. At a particular execution price, the following priority applies: i. Execution against Member and Customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or Customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ii. Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. iii. Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. C. Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: i. LNI resting orders, firm or conditional. ii. Resting orders from LPs, firm or conditional. iii. IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) from LPs. iv. Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity). If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. If an equal split is not possible due to an odd number of shares on the contra-order, the first order received will receive the extra share. For purposes of the preceding paragraph, the prioritization categories are as follows: A. LNI resting orders (whether firm or conditional). B. Firm resting orders from LPs (assuming all LPs are assigned to the same tier). C. Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any order instruction in the case of a buy order and the higher of any limit price and any order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders On any order, a Participant can provide a fixed limit price which would act as the orders price constraint. In addition to a Participant-defined limit price, the H2O ATS supports the following order instructions as price constraints: A. Mid-peg instruction: an orders limit is the lower of the Participants fixed limit price or the current midpoint of the national best bid and offer (NBBO) on buy orders and the higher of the Participants fixed limited price or the current midpoint of the NBBO on sell orders. B. Near-peg instruction: an orders limit is the lower of the Participants fixed limit price or the current Bid of the NBBO on buy orders and the higher of the Participants fixed limited price or the current Ask of the NBBO on sell orders. C. Far-peg instruction: an orders limit is the lower of the Participants fixed limit price or the current Ask of the NBBO on buy orders and the higher of the Participants fixed limited price or the current Bid of the NBBO on sell orders. The price constraint of an order can vary over time based on changes in the NBBO. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and Liquidnet Pool Contra (LPC) orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet Application or sent from the Customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a Participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the Participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. 2. IOC transmitted by LPs Description LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Routing The H2O ATS does not route LP IOC orders to other venues. These orders cannot interact with the Negotiation ATS. (v) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. The permitted time-in-force for an Enhanced IOC is determined by the LP and is further detailed in Item 11.c. of Part III. (vi) Modifications LPs can modify order instructions based on standard FIX instructions. (vii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. 3. Resting orders transmitted by LPs. Description LPs can transmit resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the H2O ATS. (ii) Conditions Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. A resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side IOI to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Routing The H2O ATS does not route resting orders to other venues. These orders cannot interact with the Negotiation ATS. (v) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vi) Modifications LPs can modify order instructions based on standard FIX instructions. (vii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. 3. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to Participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side IOI in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or Customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. For this purpose, ADV means the average daily trading volume in the stock for the 30 prior trading days. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members IOI if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but LNI can disable this configuration upon request by the Member. Upon request LNI can set a configuration where the H2O ATS will display to a trader at the Member, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the H2O ATS will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification, which is initially triggered once both the buyer and the seller are available at the midpoint. A broker block accepts only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using the Liquidnet Application version 5.13 (or any subsequent version of the Liquidnet Application can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of the Liquidnet Application, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to Participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through the Liquidnet Application.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners (LPs) * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs * Conditional resting orders from LPs. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners (LPs) can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

The Negotiation ATS has two order types: 1. Manual negotiation orders 2. Liquidnet pool contra orders Functionality The Negotiation ATS provides the functionality of SuperBlock matching, which allows for Members and Customers to trade in larger sizes. We describe this functionality in greater detail in response to this Item 11.c. of Part III 1. Manual negotiation orders Indications Background Members interact with the System by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the Member trader before an executed trade can occur. OMS requirement Every Member that provides indications to the System must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a Member trader logs on to the System, the LNI integration adapter electronically transmits to the System orders from the Members OMS assigned to that Member trader. After the trader has logged on, the LNI integration adapter periodically queries the Members OMS and updates the System with changes from the OMS relating to the traders orders. OMS limit orders LNI may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A Member trader cannot change these quantities in the System except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the System defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the System to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a LNI algo, Liquidnet-only, LN auto-ex, automated negotiation, or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Indication status See the response to Item 11.c. of this Part III. (I) Prioritization General priority rules The System prioritizes available contras based on time, except for the following contras prioritized ahead of others: *A contra that represents the LPC with at least one order that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching *A contra that represents an indication that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching *A contra that represents the LPC (see below) These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a member trader has Liquidnet 5.9 or higher and the Trader submits a negotiation proposal from a match pop-up: * If the System determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the System can transmit the senders proposal to a lower priority contra instead of the LPC. * If the System determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the System can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a Member trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other Trader with a matching indication on the opposite side (a contra-party or contra), the System notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indication to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a Member trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The System determines matches based on the security IDs provided by each Member. The System only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that LNI set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open LNI allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close LNI only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the System provides a larger alert to the Trader on each side upon commencement of a match (also referred to as a match pop-up). A Trader can close a match pop-up at any time. A Trader also can request that LNI disable all match pop-ups for the Trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the Trader has previously closed the pop-up for that match, the System will send another match pop-up to the Trader; and (ii) if the Trader has not previously closed the pop-up and the pop-up is no longer visible to the Trader because it is hidden behind another screen on the Traders desktop, the System will attempt to make the pop-up visible to the Trader. Match break notification The System notifies both sides if a match breaks. If a Member trader has Liquidnet 5.9 or higher, the System further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by LNI, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A Member cannot modify a negotiation proposal. After a Member trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (. If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC.LPC LNI can transmit all or a portion of a Participants parent order as an indication eligible for matching through the LNI indication matching engine. The following are the types of parent orders: * LNI algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the Participants parent order is represented as an available indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the System can negotiate on behalf of one or more Participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the Participants parent order. This is the LPC order. The word pool refers to the fact that the System can aggregate parent orders from multiple Participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more Participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the Participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Where the LPC represents multiple contras and the LPC is participating in a Firm SuperBlock match with a manual contra, only those orders enabled for SuperBlock matching and meeting the SuperBlock matching minimum will participate in the execution. Two or more same-side orders meeting this criterion will execute equally as described in the paragraph above. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a LNI algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a Member with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the System send a request to the Participants system to commit the shares on the order, and the Participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs Systems (known as a firm-up). This firm-up request is used to protect the Customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Trade Coverage personnel and associated analytics teams, with appropriate follow-up to the Customer to address any issues. Minimum size A Participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Following execution against an order with the firm contra configuration, the Member traders indication remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All Member traders who have upgraded to a version of the LNI desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the Member trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the Participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a LNI algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

The H2O ATS has the following order types: 1. LNI resting orders 2. IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) transmitted by LPs 3. Resting orders transmitted by LPs 4. Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. 1. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of Participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the Participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and Customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or Customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs (assuming all LPs are assigned to the same tier) * Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or Customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and Liquidnet Pool Contra (LPC) orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the LNI desktop trading application or sent from the Customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a Participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the Participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. 2. IOC transmitted by LPs Description LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. (v) Routing The H2O ATS does not route LP IOC orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. The permitted time-in-force for an Enhanced IOC is determined by the LP and is further detailed in Item 11.c. of Part III. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. 3. Resting orders transmitted by LPs. Description LPs can transmit resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the H2O ATS. (ii) Conditions Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. A resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. 3. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to Participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or Customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. For this purpose, ADV means the average daily trading volume in the stock for the 30 prior trading days. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but LNI can disable this configuration upon request by the Member. Upon request LNI can set a configuration where the System will display to a trader at the Member, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the System will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to Participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

The H2O ATS has the following order types: * LNI resting orders * IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) transmitted by LPs * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and Customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or Customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders (Standard or Enhanced as described in Item 11.c. of Part III) from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs (assuming all LPs are assigned to the same tier) * Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or Customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and Liquidnet Pool Contra (LPC) orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the Customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by LPs Description LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. The permitted time-in-force for an Enhanced IOC is determined by the LP and is further detailed in Item 11.c. of Part III. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or Customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. For this purpose, ADV means the average daily trading volume in the stock for the 30 prior trading days. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the System will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the System will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. Functionality * The Negotiation ATS provides the functionality of SuperBlock matching, which allows for Members and Customers to trade in larger sizes. We describe this functionality in greater detail in response to this Item 11.c. of Part III B. Manual negotiation orders Indications Background Members interact with the System by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the Member trader before an executed trade can occur. OMS requirement Every Member that provides indications to the System must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a Member trader logs on to the System, the Liquidnet integration adapter electronically transmits to the System orders from the Members OMS assigned to that Member trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the System with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A Member trader cannot change these quantities in the System except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the System defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the System to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation, or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Indication status See the response to Item 11.c. of this Part III. (I) Prioritization General priority rules The System prioritizes available contras based on time, except for the following contras prioritized ahead of others: *A contra that represents the LPC with at least one order that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching *A contra that represents an indication that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching *A contra that represents the LPC (see below) These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a member trader has Liquidnet 5.9 or higher and the Trader submits a negotiation proposal from a match pop-up: * If the System determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the System can transmit the senders proposal to a lower priority contra instead of the LPC. * If the System determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the System can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a Member trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other Trader with a matching indication on the opposite side (a contra-party or contra), the System notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indication to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a Member trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The System determines matches based on the security IDs provided by each Member. The System only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the System provides a larger alert to the Trader on each side upon commencement of a match (also referred to as a match pop-up). A Trader can close a match pop-up at any time. A Trader also can request that LNI disable all match pop-ups for the Trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the Trader has previously closed the pop-up for that match, the System will send another match pop-up to the Trader; and (ii) if the Trader has not previously closed the pop-up and the pop-up is no longer visible to the Trader because it is hidden behind another screen on the Traders desktop, the System will attempt to make the pop-up visible to the Trader. Match break notification The System notifies both sides if a match breaks. If a Member trader has Liquidnet 5.9 or higher, the System further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A Member cannot modify a negotiation proposal. After a Member trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an available indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the System can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the System can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Where the LPC represents multiple contras and the LPC is participating in a Firm SuperBlock match with a manual contra, only those orders enabled for SuperBlock matching and meeting the SuperBlock matching minimum will participate in the execution. Two or more same-side orders meeting this criterion will execute equally as described in the paragraph above. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a Member with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the System send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs Systems (known as a firm-up). This firm-up request is used to protect the Customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Trade Coverage personnel and associated analytics teams, with appropriate follow-up to the Customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Following execution against an order with the firm contra configuration, the Member traders indication remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All Member traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the Member trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Active, passive and outside status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system lists active contras in the negotiation room based on time priority (when the contra went active), except that the contra that represents the LPC (see below) is listed above other contras. By default, a traders initial proposal is sent to the contra that is listed first in the negotiation room, but a trader can override this default by selecting a different contra prior to sending an invitation. If a trader submits a proposal from the match pop-up screen, the trader does not have the ability to view or select among multiple contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only contra displayed to Trader 2 as active for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as active during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher and is active on an indication, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an active indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. An automated routing customer can request that the firm contra configuration not apply, in which case, for any parent Liquidnet-only order from the customer, LNI will transmit a child order to the Negotiation ATS without the firm contra configuration Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Execution against an order with the firm contra configuration changes the traders status on the applicable indication to active. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders Currently, an order with the firm contra configuration is only displayed to a Member when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). Effective on or after November 1, 2019, all traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality will also be enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive firm contra mid order notifications. In such cases, the trader will only be permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Indication status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system prioritizes available contras based on time, except that the contra that represents the LPC (see below) is prioritized ahead of other contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an available indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Following execution against an order with the firm contra configuration, the traders indication remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The Negotiation ATS has two order types: * Manual negotiation orders * Liquidnet pool contra (LPC) orders. We describe each of these order types in response to this Item 7.a. B. Manual negotiation orders Indications Background Members interact with the system by transmitting indications to LNI. Indications are non-binding, which means that a further affirmative action must be taken by the trader before an executed trade can occur. OMS requirement Every Member that provides indications to the system must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a trader logs on to the system, the Liquidnet integration adapter electronically transmits to the system orders from the Members OMS assigned to that trader. After the trader has logged on, the Liquidnet integration adapter periodically queries the Members OMS and updates the system with changes from the OMS relating to the traders orders. OMS limit orders Liquidnet may filter or make ineligible for trading indications of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. Indication quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A trader cannot change these quantities in the system except by changing the quantities in his or her OMS. Working quantity Working quantity for an indication received by the system defaults to the available quantity for that indication, but a trader can manually change his or her working quantity in the system to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a Liquidnet algo, Liquidnet-only, LN auto-ex, automated negotiation or manual targeted invitation order. A trader can change his or her working quantity for an indication at any time prior to a negotiation. Indication matching functionality Regarding indication matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. Active, passive and outside status See the response to Item 11.c. of this Part III. (i) Prioritization General priority rules The system lists active contras in the negotiation room based on time priority (when the contra went active), except that the contra that represents the LPC (see below) is listed above other contras. By default, a traders initial proposal is sent to the contra that is listed first in the negotiation room, but a trader can override this default by selecting a different contra prior to sending an invitation. If a trader submits a proposal from the match pop-up screen, the trader does not have the ability to view or select among multiple contras. These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a trader has Liquidnet 5.9 or higher and the trader submits a negotiation proposal from a match pop-up: * If the system determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the system can transmit the senders proposal to a lower priority contra instead of the LPC. * If the system determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the system can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only contra displayed to Trader 2 as active for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as active during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit indications to LNIs indication matching engine. When a trader has an indication that is transmitted to the indication matching engine of the Negotiation ATS, and there is at least one other trader with a matching indication on the opposite side (a contra-party or contra), the system notifies the first trader and any contra. A matching indication (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching indication is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting indications of liquidity to outside A trader may set an indication to outside, which makes the indication ineligible for the indication matching engine of the Negotiation ATS. Indications that are eligible for the indication matching engine are considered in the pool. Upon request, LNI can configure a Members indications to be automatically set to outside if the Member does not take an action on a match of the indication within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the indication. Price alerts When a trader sets an indication to outside, the trader can set a price alert. The alert notifies the trader when the price set for the indication is back in the market. Matches The system determines matches based on the security IDs provided by each Member. The system only matches buy and sell indications for a security if they are of the same instrument type. Matching indications with OMS limits - during market hours During regular trading hours, indications with OMS limits are eligible for matching where the limit on a buy indication is at or above the applicable reference price and the limit on a sell indication is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy indication) and the offer (in the case of a sell indication), but a Member can request that Liquidnet set the mid-price as the reference price. Matching indications with OMS limits - pre-open and market open Liquidnet allows matching of indications pre-open or at market open based on the following reference prices in the applicable stock: * If there is a valid best bid and best offer in the market: ** The best bid (in the case of a buy indication) and the best offer (in the case of a sell indication) * If a valid best bid and best offer is not available, last sale price * If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching indications with OMS limits - after the close Liquidnet only allows matching of indications after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the system provides a larger alert to the trader on each side upon commencement of a match (also referred to as a match pop-up). A trader can close a match pop-up at any time. A trader also can request that LNI disable all match pop-ups for the trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the trader has previously closed the pop-up for that match, the system will send another match pop-up to the trader; and (ii) if the trader has not previously closed the pop-up and the pop-up is no longer visible to the trader because it is hidden behind another screen on the traders desktop, the system will attempt to make the pop-up visible to the trader. Match break notification The system notifies both sides if a match breaks. If a trader has Liquidnet 5.9 or higher and is active on an indication, the system further reports to the trader if a match break results from the contra changing the contras indication to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by Liquidnet, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A trader cannot modify a negotiation proposal. After a trader submits a proposal, he or she can cancel that proposal by either: * Clicking cancel, to cancel the proposal; or * Clicking end, to terminate the negotiation (in this situation, LNI encourages the trader to send a chat notice to the contra). If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet 5. C. LPC orders Matching of LPC and manual negotiation orders Members transmit indications to the indication matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching indications through Liquidnet 5. This is referred to as manual negotiation. A trader using Liquidnet 5 can negotiate against another manually negotiating trader or against the LPC, which stands for Liquidnet pool contra. LNI can transmit all or a portion of a participants parent order as an indication eligible for matching through the Liquidnet indication matching engine. The following are the types of parent orders: * Liquidnet algo order * Liquidnet-only order * LN auto-ex order * Automated negotiation order * Manual targeted invitation. When a match occurs, the indication associated with the participants parent order is represented as an active indication (the LPC indication) to the contra trader with an indication (sometime referred to as the manual contra). In this scenario, the system can negotiate on behalf of one or more participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the Liquidnet pool contra or LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the participants parent order. This is the LPC order. The word pool refers to the fact that the system can aggregate parent orders from multiple participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC indication can only match with a contra-side indication if the associated parent order for the LPC indication has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a Liquidnet algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a trader with a matching contra-indication as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the system send a request to the participants system to commit the shares on the order, and the participants system responds by sending all or a portion of its remaining unexecuted shares to LNIs systems (known as a firm-up). This firm-up request is used to protect the customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Execution Quantitative Services (EQS) personnel, with appropriate follow-up to the customer to address any issues. Minimum size A participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. Indication status Execution against an order with the firm contra configuration changes the traders status on the applicable indication to active. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All traders who have upgraded to a version of the Liquidnet desktop application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a Liquidnet algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners (LPs) * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs (assuming all LPs are assigned to the same tier) * Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners (LPs) can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners (LPs) * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs (assuming all LPs are assigned to the same tier) * Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a monthly basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners (LPs) can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by LPs * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and Customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or Customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs (assuming all LPs are assigned to the same tier) * Conditional resting orders from LPs (assuming all LPs are assigned to the same tier). As set forth below, two (or more) LP resting orders in the same prioritization category may be further prioritized for execution according to the LPs assigned tier. Prioritization of LP resting orders based on tiers As described in the response to Item 13.a. of Part III, LNI assigns LPs to one of three tiers, e.g., Tier 1 (highest), Tier 2, and Tier 3 (lowest), based on multiple performance metrics measured across all LPs participating in the H2O ATS on a periodic basis. LP tiers are used to determine execution priority among two (or more) same-side LP orders in the same prioritization category. For example, if the H2O ATS receives two (or more) same-side LP orders in the same security, and both (or all) are in the same prioritization category (e.g., both (or all) are conditional resting orders), and the H2O ATS then receives a contra order, the H2O ATS executes the LP orders according to each LPs assigned tier, as applicable. In such case, an order from an LP assigned to a lower tier, e.g., Tier 3, will not be executed until all orders from higher-tiered LPs have been executed. If all LPs are assigned to the same tier, the rules provided above under the heading Multiple contra-side orders within the same prioritization category will apply. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or Customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and Liquidnet Pool Contra (LPC) orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the Customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by LPs Description LPs can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or Customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. By default, a Member receives notification of a broker block opportunity that is below the tolerance of the Members indication if the broker block opportunity meets the minimum size set forth in the preceding paragraph. The notification indicates whether the quantity of the broker block opportunity is below the Members tolerance. A Member can elect only to receive notification of broker block opportunities that are at or above the Members tolerance. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. By default, Members interact with resting orders from LPs. Members can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. If a Member has not opted-out from interacting with orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the System will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the System will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

order_types

The Negotiation ATS has two order types: 1. Manual negotiation orders. 2. Liquidnet pool contra (LPC) orders. Functionality The Negotiation ATS provides the functionality of SuperBlock matching, which allows for Members and Customers to trade in larger sizes. We describe this functionality in greater detail in response to this Item 11.c. of Part III 1. Manual negotiation orders IOIs Background Members interact with the Negotiation ATS by transmitting IOIs to LNI. IOIs are non-binding, which means that a further affirmative action must be taken by the Member trader before an executed trade can occur. OMS requirement Every Member that provides IOIs to the Negotiation ATS must have an OMS with which LNI can interface. An OMS is software that a Member uses to manage its order flow. OMS integration adapter When a Member trader logs on to the Negotiation ATS, the LNI integration adapter electronically transmits to the Negotiation ATS orders from the Members OMS assigned to that Member trader. After the trader has logged on, the LNI integration adapter periodically queries the Members OMS and updates the Negotiation ATS with changes from the OMS relating to the traders orders. OMS limit orders LNI may filter or make ineligible for trading IOIs of liquidity where the related OMS order has a limit instruction that is outside the market, as described below. Additional information The method of integration with a Member, including whether an OMS integration adapter is used, can vary based on the Members OMS and workflow. IOI quantities OMS order quantity and available quantity OMS order quantity is the quantity specified in the Members OMS for a particular OMS order. Available quantity is the quantity specified in the Members OMS for a particular OMS order, less the quantity previously executed or placed at other trading venues, as specified in the Members OMS. OMS order quantity and available quantity are determined by the Members OMS. A Member trader cannot change these quantities in the Negotiation ATS except by changing the quantities in his or her OMS. Working quantity Working quantity for an IOI received by the Negotiation ATS defaults to the available quantity for that IOI, but a trader can manually change his or her working quantity in the Negotiation ATS to less than (but not more than) the available quantity. A traders working quantity sets the maximum quantity he or she can execute in a negotiation or through a LNI algo, Liquidnet-only, LN auto-ex, automated negotiation, or manual targeted invitation order. A trader can change his or her working quantity for an IOI at any time prior to a negotiation. IOI matching functionality Regarding IOI matching functionality, see clause (ii) below in this section relating to manual negotiation orders. Minimum match quantity and negotiated execution size See the response to Item 8 of this Part III. Tolerance See the response to Item 11.c. of this Part III. IOI status See the response to Item 11.c. of this Part III. (I) Prioritization General priority rules The Negotiation ATS prioritizes available contras based on time, except for the following contras prioritized ahead of others: A. A contra that represents the LPC with at least one order that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching B. A contra that represents an IOI that is enabled to participate in SuperBlock matching and matched counterparty has enabled SuperBlock matching C. A contra that represents the LPC (see below) These general priority rules are subject to the exceptions set forth below in this sub-section. Exceptions where sender cannot execute against a contra The following exceptions apply where a member trader has the Liquidnet Application version 5.9 or higher and the Trader submits a negotiation proposal from a match pop-up: A. If the Negotiation ATS determines that the quantity of the senders proposal is below the minimum quantity of an LPC contra, the Negotiation ATS can transmit the senders proposal to a lower priority contra instead of the LPC. B. If the Negotiation ATS determines that the sender has a limit price that is more restrictive than the mid-price and a higher priority contra has a mid-peg instruction, the Negotiation ATS can transmit the senders proposal to a lower priority contra who does not have a mid-peg instruction. Previous mid-peg invitation missed or declined by a trader If a mid-peg invitation sent by a trader (Trader 1) is above the tolerance of a contra (Trader 2) and missed or declined by Trader 2 (or expires), (i) Trader 1 will be the only available contra displayed to Trader 2 for a period of 30 seconds (and, thus, the only contra to whom Trader 2 can send an invitation during that period), and (ii) a trader at another Member firm will not see Trader 2 as an available contra during this 30-second period (and, thus, cannot submit a proposal to Trader 2 during this 30-second period). The 30-second period is reduced to 10 seconds when Trader 2 declined the invitation from Trader 1 and specified the reason as Explicit Price Only. (ii) Conditions Contras Members transmit IOIs to LNIs IOI matching engine. When a Member trader has an IOI that is transmitted to the IOI matching engine of the Negotiation ATS, and there is at least one other Trader with a matching IOI on the opposite side (a contra-party or contra), the Negotiation ATS notifies the first trader and any contra. A matching IOI (or match) is one that is in the same equity and instrument type, where both the trader and the contra are within each others minimum tolerance quantities as described below, and where each matching IOI is eligible for matching based on the pricing conditions described below. Members cannot be matched with opposite side orders having the same Member ID. Setting IOIs of liquidity to outside A trader may set an IOI to outside, which makes the IOI ineligible for the IOI matching engine of the Negotiation ATS. IOIs that are eligible for the IOI matching engine are considered in the pool. Upon request, LNI can configure a Members IOI to be automatically set to outside if the Member does not take an action on a match of the IOI within a specified period of time after commencement of the match, as directed by the Member. LNI implements this configuration with an exception where the Member previously executed with one or more of the contras on the IOI. Price alerts When a Member trader sets an IOI to outside, the trader can set a price alert. The alert notifies the trader when the price set for the IOI is back in the market. Matches The Negotiation ATS determines matches based on the security IDs provided by each Member. The Negotiation ATS only matches buy and sell IOIs for a security if they are of the same instrument type. Matching IOIs with OMS limits - during market hours During regular trading hours, IOIs with OMS limits are eligible for matching where the limit on a buy IOI is at or above the applicable reference price and the limit on a sell IOI is at or below the applicable reference price. The default reference price for regular trading hours is the bid (in the case of a buy IOI) and the offer (in the case of a sell IOI), but a Member can request that LNI set the mid-price as the reference price. Matching IOIs with OMS limits - pre-open and market open LNI allows matching of IOIs pre-open or at market open based on the following reference prices in the applicable stock: A. If there is a valid best bid and best offer in the market, the best bid (in the case of a buy IOI) and the best offer (in the case of a sell IOI). B. If a valid best bid and best offer is not available, last sale price. C. If a valid best bid and best offer and last sale price are not available, most recent closing price. Matching IOIs with OMS limits - after the close LNI only allows matching of IOIs after the close if the closing price is within each sides OMS limit. Match pop-ups In addition to a standard match notification, the Negotiation ATS provides a larger alert to the Trader on each side upon commencement of a match (also referred to as a match pop-up). A Trader can close a match pop-up at any time. A Trader also can request that LNI disable all match pop-ups for the Trader from displaying upon the commencement of a match. Through an internal sales tool, an RM can request the refresh of a match pop-up, which has the following effect: (i) if the Trader has previously closed the pop-up for that match, the Negotiation ATS will send another match pop-up to the Trader; and (ii) if the Trader has not previously closed the pop-up and the pop-up is no longer visible to the Trader because it is hidden behind another screen on the Traders desktop, the Negotiation ATS will attempt to make the pop-up visible to the Trader. Match break notification The Negotiation ATS notifies both sides if a match breaks. If a Member trader has Liquidnet Application version 5.9 or higher, the Negotiation ATS further reports to the trader if a match break results from the contra changing the contras IOI to outside status. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders There are three types of negotiation proposals: priced; mid-peg; and closing price. A priced proposal has an associated price displayed to the contra and can only be executed at the indicated price. A mid-peg proposal does not have an associated price. A mid-peg proposal, if accepted, is executed at the mid-price at the time of execution. A closing price proposal, if accepted, is executed at the closing price for the stock. The closing price for a stock is determined by reference to the applicable market data feed sourced by LNI, as described in this Form ATS-N. A closing price proposal cannot be executed if the execution price is more than 1.5% away from the mid-price as of the time of execution. Prior to the open of trading, only priced proposals can be submitted during a negotiation. During the regular trading session in the primary market, only priced and mid-peg proposals can be submitted during a negotiation. After the close of the regular trading session, only closing price proposals can be submitted during a negotiation. (v) Routing The Negotiation ATS does not route manual negotiation orders to other venues. These orders cannot interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications A Member cannot modify a negotiation proposal. After a Member trader submits a proposal, he or she can cancel that proposal by either: A. Clicking cancel, to cancel the proposal; or B. Clicking end, to terminate the negotiation. If a trader cancels a proposal, he or she can resubmit another proposal. (viii) Availability of order types across all forms of connectivity Manual negotiation orders are only available through Liquidnet Application. C. LPC orders Matching of LPC and manual negotiation orders Members transmit IOIs to the IOI matching engine, which is part of the Negotiation ATS. Traders at Member firm can manually negotiate on matching IOIs through the Liquidnet Application. This is referred to as manual negotiation. A trader using Liquidnet Application can negotiate against another manually negotiating trader or against the LPC. LNI can transmit all or a portion of a Participants parent order as an IOI eligible for matching through the LNI IOI matching engine. The following are the types of parent orders: A. LNI algo order. B. Liquidnet-only order. C. LN auto-ex order. D. Automated negotiation order. E. Manual targeted invitation. When a match occurs, the IOI associated with the Participants parent order is represented as an available IOI (the LPC IOI) to the contra trader with an IOI (sometime referred to as the manual contra). In this scenario, the Negotiation ATS can negotiate on behalf of one or more Participants that transmitted parent orders. The feature of the negotiation functionality that performs this negotiation is referred to as the LPC. The functionality is referred to as auto-negotiation. When the terms of a negotiation are agreed between a manual contra and the LPC, LNI transmits a firm order to the Negotiation ATS as a child order of the Participants parent order. This is the LPC order. The word pool refers to the fact that the Negotiation ATS can aggregate parent orders from multiple Participants when negotiating with a manual contra. Consistent with LNIs negotiation functionality, a manual contra can only negotiate with one contra on a match; the contra to the manual contra could be another manual negotiator or the LPC, negotiating on behalf of one or more Participant parent orders. The LPC only can negotiate with one manual contra at any time with respect to any match. During the period that the LPC is involved in an auto-negotiation, child orders of the related parent order cannot execute in the H2O ATS. The LPC will only execute in accordance with the price constraint instructions of the Participants parent order. Negotiations involving LPC orders See the response to Item 11.c. of this Part III. (i) Prioritization Where the LPC represents multiple contras, LNI executes the two (or more) same-side orders equally (for each order, up to its quantity). If an equal split is not possible due to an odd number of shares on the contra-order, the first order received will receive the extra share. In addition, a same-side order may be unable to participate in an execution based on its minimum size being too large. Where the LPC represents multiple contras and the LPC is participating in a Firm SuperBlock match with a manual contra, only those orders enabled for SuperBlock matching and meeting the SuperBlock matching minimum will participate in the execution. Two or more same-side orders meeting this criterion will execute equally as described in the paragraph above. Regarding the prioritization between manual negotiation and LPC orders, see the discussion of Prioritization in the section above on manual negotiation orders. (ii) Conditions An LPC IOI can only match with a contra-side IOI if the associated parent order for the LPC IOI has a price constraint that is at or above the mid-price, in the case of a buy order, or at or below the mid-price, in the case of a sell order. The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. See sub-section D below for a description of the firm contra configuration and the associated order conditions. (iii) Order types designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders The LPC can only transmit a proposal or accept a counter-proposal at the mid-price or better from the perspective of the LPC. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. Manual negotiation orders only interact with the Negotiation ATS and do not interact with the H2O ATS. (vi) Time-in-force There is a 30-second time limit for responding to an initial proposal and a 20-second time limit for responding to a subsequent proposal in a negotiation. If an initial proposal is not accepted by a contra within 30 seconds, the initial proposal expires. If a subsequent proposal in a negotiation is not accepted by a contra within 20 seconds, the proposal expires. (vii) Modifications The LPC cannot modify a negotiation proposal. The LPC can cancel a proposal and resubmit another proposal. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. D. Firm contra configuration for LPC orders (i) Prioritization An order that has the firm contra configuration is included in the LPC (described above) and has the same priority as other LPC orders, except as otherwise set forth in this section. (ii) Conditions Associated parent order Subject to the conditions and exceptions set forth in this section, LNI instructs the Negotiation ATS to apply the firm contra configuration to child orders where the parent order is (i) a Liquidnet-only order from an automated routing customer, or (ii) a LNI algo, LN auto-ex or automated negotiation order or a manual targeted invitation. Any order received by the Negotiation ATS with the firm contra configuration is displayed to a Member with a matching contra-IOI as a firm contra, except as otherwise described in this section. Firm and conditional orders The Negotiation ATS cannot execute an order with the firm contra configuration until LNI confirms that the applicable shares have not previously been executed in the H2O ATS. In addition, the parent order to an order that has the firm contra configuration can be firm or conditional. If the parent order is conditional, prior to executing the child order, the Negotiation ATS send a request to the Participants system to commit the shares on the order, and the Participants system responds by sending all or a portion of its remaining unexecuted shares to the Negotiation ATSs (known as a firm-up). This firm-up request is used to protect the Customer against over-execution. Participant firm-up rates are periodically reviewed by LNIs Trade Coverage personnel and associated analytics teams, with appropriate follow-up to the Customer to address any issues. Minimum size A Participant can designate a minimum size for any order that has the firm contra configuration. Display See the response to Item 15 of this Part III for information on the display of orders with the firm contra configuration. IOI status Following execution against an order with the firm contra configuration, the Member traders IOI remains available to match. (iii) Orders type designed not to remove liquidity The unique negotiation model of the Negotiation ATS does not involve order types that either provide or remove liquidity. (iv) Pegged orders All Member traders who have upgraded to a version of the Liquidnet Application that supports firm contra away functionality are enabled to receive firm contra away order notifications for US equities. A firm contra away order notification displays a firm contra order when the limit price specified for the firm contra buy order is below the mid-price (but equal to or above the best bid), or when the limit price specified for the firm contra sell order is above the mid-price (but equal to or below the best ask). In such cases, a trader who receives a firm contra away order notification may elect to create a firm contra accept that can execute at a price anywhere within the spread. A trader who is enabled to receive firm contra away order notifications but receives a firm contra mid order notification may elect to create either (i) a mid-only firm contra accept with an execution price pegged to the mid-price or (ii) a firm contra accept that can execute at a price anywhere within the spread. A member may elect to only receive orders with the firm contra configuration when the limit price specified for a firm contra buy order is at or above the mid-price, or when the limit price specified for a firm contra sell order is at or below the mid-price (this is referred to as a firm contra mid order notification). In such cases, the Member trader is only permitted to create a firm contra accept at an execution price pegged to the mid-price. (v) Routing While the Negotiation ATS does not route orders, LNI, which routes LPC orders (including LPC orders with the firm contra configuration) to the Negotiation ATS and LNI resting orders to the H2O ATS (as described in the Form ATS-N for the H2O ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LPC order (including an LPC order with the firm contra configuration) to the Negotiation ATS-N and an LNI resting order to the H2O ATS. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. (vi) Time-in-force Any order that has the firm contra configuration is a day order. LNI cancels the order upon the Participants cancel of the parent order. (vii) Modifications Modification of a parent order can result in modification of the associated child LPC order that has the firm contra configuration. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a Participant: (i) a Liquidnet-only order from an automated routing customer; or (ii) a LNI algo or LN auto-ex order or a manual targeted invitation. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III.

order_types

A. List of order types The H2O ATS has the following order types: * LNI resting orders * IOC orders transmitted by liquidity partners (LPs) * Resting orders transmitted by LPs * Accepts by Members in response to notification of a broker block opportunity (referred to as broker block accepts). We describe each of these order types in response to this Item 7.a. B. LNI resting orders Description LNI, acting as agent, can access the H2O ATS (i.e., route to the H2O ATS) on behalf of participants that create the following types of parent orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The order transmitted by LNI is described in this document as an LNI resting order. An LNI resting order is a child order of the participants parent order. The type of parent order does not impact the priority of the LNI resting order that is the child order of that parent order. (i) Prioritization Orders in the H2O ATS are prioritized for execution as follows: * Priority for better execution price. Where orders in the H2O ATS can execute at prices other than the mid-price, a contra-party that can provide a better execution price has priority over a contra-party that can provide a worse execution price * Execution at an execution price. At a particular execution price, the following priority applies: ** Execution against Member and customer orders. As a first priority, an order transmitted to the H2O ATS (the transmitted order) will execute against an order from a Member or customer (whether firm or conditional) that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against firm LP resting orders. As a second priority, the transmitted order will execute against a firm contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. ** Execution against conditional LP resting orders. As a third priority, the transmitted order will execute against a conditional contra-side LP resting order that is resting in the H2O ATS as of the time of receipt of the transmitted order. * Transmitted resting orders not executed in full upon receipt. Where the transmitted order is a resting order and is not executed in full upon receipt, the transmitted order can execute against any subsequently entered contra-order in the H2O ATS. As noted above, the possible types of contra-orders in the H2O ATS consist of: ** LNI resting orders, firm or conditional ** Resting orders from LPs, firm or conditional ** IOC orders from LPs ** Member broker block accepts. Multiple contra-side orders within the same prioritization category If the H2O ATS receives two (or more) same-side resting orders in the same security available for execution and both (or all) are in the same prioritization category, and the H2O ATS then receives a contra-order, the H2O ATS executes the two (or more) same-side orders equally (for each order, up to its quantity), except that execution amounts are rounded up or down to the closest higher or lower round lot amounts to avoid an odd-lot execution. If an equal split would result in an execution size for a same-side order that is below the orders minimum quantity, the same-side order would not participate in the execution. For purposes of the preceding paragraph, the prioritization categories are as follows: * LNI resting orders (whether firm or conditional) * Firm resting orders from LPs * Conditional resting orders from LPs. Other applicable conditions The foregoing rules of priority are subject to minimum size and other conditions for execution as set forth in the response to Item 11.c. of this Part III. In all cases, execution against a conditional order is subject to firm-up of the conditional order by the contra. (ii) Conditions An LNI resting order can execute against any other order in the H2O ATS. An LNI resting order is only executed if the execution price is within the price constraints of the LNI resting order and the contra order. A price constraint is the lower of any limit price and any mid-price or better order instruction in the case of a buy order and the higher of any limit price and any mid-price or better order instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. LNI resting orders are not displayed. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders In transmitting an LNI resting order to the LN H2O ATS, LNI represents any mid-price or better order instruction provided by the Member or customer for the parent order. A mid-peg instruction means any mid-price or better order instruction. On any order, a user can provide a fixed limit price. If a user only provides a mid-peg instruction, the users price constraint is the mid-price. If a user provides a fixed limit price for an order and a mid-peg instruction also applies, the price constraint of the order is as follows: * Buy order. Lower of the limit price of the order and the mid-price * Sell order. Higher of the limit price of the order and the mid-price. The price constraint of an order can vary over time based on changes in the mid-price. (v) Routing While the H2O ATS does not route orders, LNI, which routes LNI resting orders to the H2O ATS and LPC orders to the Negotiation ATS (as described in the Form ATS-N for the Negotiation ATS), interacts with the ATSs in a coordinated manner. In particular, LNI can simultaneously transmit an LNI resting order to the H2O ATS and an LPC order to the Negotiation ATS-N. Prior to commencing a negotiation in the Negotiation ATS with respect to an LPC order, LNI pauses the LNI resting order in the H2O ATS. After the negotiation is completed, LNI can resume the LNI resting order in the H2O ATS if there are remaining shares for the parent order. LP orders and broker block accepts only interact with the H2O ATS and do not interact with the Negotiation ATS. (vi) Time-in-force For algo and Liquidnet-only orders, whether created through the Liquidnet desktop trading application or sent from the customers OMS, the default time-in-force instruction is day. Most of LNIs algos also permit a participant to designate a specific expiration time. The LNI trading desk can send a day or GTC instruction or send a specific expiration time. Since the H2O ATS does not execute orders after the close of trading, the H2O ATS handles day and GTC orders in the same manner. (vii) Modifications LNI modifies an LNI resting order in response to a modification of the parent order by the participant. (viii) Availability of order types across all forms of connectivity This order type is created by LNI as a child order of one of the following types of parent orders from a participant: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. The connectivity for each of these types of parent orders is set forth in the response to Item 6 of this Part III. C. IOC and resting orders transmitted by liquidity partners Description Liquidity partners (LPs) can transmit IOC and resting orders to the H2O ATS. (i) Prioritization See the description above on prioritization of orders in the Liquidnet H2O ATS. (ii) Conditions An IOC order in the H2O ATS can execute against any resting order but cannot execute against another IOC order. Any resting order in the H2O ATS can execute against any IOC or other resting order in the H2O ATS. An IOC or resting order from an LP is only executed if the execution price is within the price constraints of the LP order and the contra order. A price constraint is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. IOC orders from LPs are not displayed. A Member with an opposite-side indication to an LP resting order can receive notification of the LP resting order as a broker block opportunity, except for LPs that have elected not to display their LP resting orders as broker block opportunities. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders The H2O ATS only executes LP IOC orders at or below the mid-price in the case of an LP IOC sell order and at or above the mid-price in the case of an LP IOC buy order. For a resting order, if an LP provides a mid-peg instruction in the FIX order message, LNI will only execute the LP order at or below the mid-price in the case of a sell order and at or above the mid-price in the case of a buy order. (v) Routing The H2O ATS does not route LP IOC and resting orders to other venues. These orders cannot interact with the Negotiation ATS. (vi) Time-in-force The only permitted time-in-force instruction for LP resting orders is day. (vii) Modifications LPs can modify order instructions based on standard FIX instructions. (viii) Availability of order types across all forms of connectivity LPs transmit orders through FIX, as described in the response to Item 6 of this Part III. D. Broker block accepts Description Upon receipt of notification of a broker block opportunity, a Member can create a broker block accept. A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. A broker block opportunity is an LP resting order that is notified to a Member with a contra-side indication in the applicable symbol; a broker block opportunity displays the symbol and the side of the LP to the Member. (i) Prioritization Orders in the H2O ATS are prioritized for execution as set forth above. (ii) Conditions A broker block accept can execute against any other order in the H2O ATS. A broker block accept is only executed if the execution price is within the price constraints of the broker block accept and the contra order. The price constraint for a broker block order is the lower of any limit price and any mid-peg instruction in the case of a buy order and the higher of any limit price and any mid-peg instruction in the case of a sell order. See the response to Item 11.c. of this Part III for additional detail regarding price constraints. A Member does not receive notification of a broker block opportunity if the Member has a match with another Member or customer. If there are multiple LP contras, the Member only receives one broker block notification. Members only receive notification of a broker block opportunity if the broker block opportunity meets (i) the tolerance of the Members indication, and (ii) one of the following minimum size requirements: 5,000 shares; 5% of ADV for the stock; or $200,000 principal value. A Member also receives notification of a broker block opportunity if two or more LPs in the aggregate have opposite-side quantity that meets the applicable minimum notification quantity. Members elect through Liquidnet Transparency Controls whether to interact with resting orders from LPs. If a Member elects to interact with resting orders from LPs, the Member is enabled to receive notice of broker block opportunities, but Liquidnet can disable this configuration upon request by the Member. Upon request Liquidnet can set a configuration where the system will display to a trader, upon receipt of a broker block, an option to dismiss the broker block for the remainder of the trading day. If the trader elects this dismissal option, the system will block the trader from receiving any broker blocks for the specific symbol and side for the rest of the trading day. (iii) Order types designed not to remove liquidity The H2O ATS does not have any orders types that are designed not to remove liquidity. (iv) Pegged orders A Member can create a broker block accept in response to a broker block notification. A broker block accept only executes against an LP resting order if the buyers price constraint is at or above the sellers price constraint. Members using Liquidnet version 5.13 (a version of Liquidnet 5) or any subsequent version of Liquidnet 5 can choose to accept a broker block notification either with or without a mid-peg instruction. Upon request, LNI can restrict a Member with one of these versions from crossing the mid-price; if a Member has this configuration, the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. If a Member has a prior version of Liquidnet 5, the Member cannot cross the mid-price, and the Member will only receive notification of a broker block opportunity if the price constraint of the LP order is mid-peg or better from the Members perspective. (v) Routing The H2O ATS does not route broker block accepts to other venues. Broker block accepts do not interact with the Negotiation ATS. (vi) Time-in-force A broker block accept is a resting order in the H2O ATS with a time-in-force, configurable by LNI, as notified by LNI to participants in advance (currently two seconds). A broker block accept cannot be canceled by the Member during this time-in-force period. (vii) Modifications A Member cannot modify a broker block accept. (viii) Availability of order types across all forms of connectivity The ability to create broker block accepts is only available through Liquidnet 5.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the Negotiation ATS: 1. Traders at Member firms can enter into manual negotiations through the Liquidnet Application. 2. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. 3. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of Customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The orders created by LNI in connection with these automated negotiations are child IOIs and orders of the Participants parent order. These child IOIs and orders are referred to as LPC IOIs and LPC orders. Communication between LNIs internal EMS and the Negotiation ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. 4. LNI Trading Desk personnel, acting as agent on behalf of Customers, can enter high-touch orders in the LNI EMS for transmission to the Negotiation ATS and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of these high-touch orders. The IOIs and orders created by LNI in connection with these automated negotiations are child IOIs and orders of the Participants parent order. These child IOIs and orders are referred to as LPC IOIs and LPC orders.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the H2O ATS: (1) LPs can transmit IOC and resting orders directly to the H2O ATS. These orders are transmitted using the FIX protocol. (2) LNI, acting as agent, can access the H2O ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. LNI, acting as agent, can access the H2O ATS on behalf of customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The child orders created by LNI as routes of these Member and customer parent orders are referred to as "LNI resting orders". Communication between the Liquidnet desktop trading application and Liquidnet's back-end systems is through the SmartSockets protocol. Communication between LNI's internal EMS and the H2O ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. (3) LNI, acting as agent, can access the H2O ATS on behalf of LPs that create algo orders. LNI's internal EMS transmits these orders to the H2O ATS using the FIX protocol. (4) Members can transmit broker block accepts directly to the H2O ATS in response to receipt of broker block notifications. Communication between Liquidnet 5 and Liquidnet's back-end systems is through the SmartSockets protocol. (5) LNI trading desk personnel can enter high-touch orders in the LNI EMS for transmission to the Liquidnet ATSs and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNI's internal EMS transmits these orders to the H2O ATS using the FIX protocol.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the Negotiation ATS: (1) Traders at Member firms can enter into manual negotiations through Liquidnet 5. Communication between Liquidnet 5 and Liquidnets back-end systems is through the SmartSockets protocol. (2) LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The orders created by LNI in connection with these automated negotiations are child indications and orders of the participants parent order. These child indications and orders are referred to as LPC indications and LPC orders. Communication between the Liquidnet desktop trading application and Liquidnets back-end systems is through the SmartSockets protocol. Communication between LNIs internal EMS and the Negotiation ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. (3) LNI trading desk personnel, acting as agent on behalf of customers, can enter high-touch orders in the LNI EMS for transmission to the Liquidnet ATSs and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of these high-touch orders. The indications and orders created by LNI in connection with these automated negotiations are child indications and orders of the participants parent order. These child indications and orders are referred to as LPC indications and LPC orders. Communication between LNIs internal EMS and the Negotiation ATS is through the FIX protocol.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the H2O ATS: (1) LPs can transmit IOC and resting orders directly to the H2O ATS. These orders are transmitted using the FIX protocol. (2) LNI, acting as agent, can access the H2O ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. LNI, acting as agent, can access the H2O ATS on behalf of Customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The child orders created by LNI as routes of these Member and Customer parent orders are referred to as LNI resting orders. Communication between the Liquidnet desktop trading application and Liquidnets back-end systems is through the SmartSockets protocol. Communication between LNIs internal EMS and the H2O ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. (3) LNI, acting as agent, can access the H2O ATS on behalf of LPs that create algo orders. LNIs internal EMS transmits these orders to the H2O ATS using the FIX protocol. (4) Members can transmit broker block accepts directly to the H2O ATS in response to receipt of broker block notifications. Communication between Liquidnet 5 and Liquidnets back-end systems is through the SmartSockets protocol. (5) LNI trading desk personnel can enter high-touch orders in the LNI EMS for transmission to the Liquidnet ATSs and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNIs internal EMS transmits these orders to the H2O ATS using the FIX protocol.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the Negotiation ATS: 1. Traders at Member firms can enter into manual negotiations through Liquidnet 5. 2. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. 3. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of Customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The orders created by LNI in connection with these automated negotiations are child indications and orders of the Participants parent order. These child indications and orders are referred to as LPC indications and LPC orders. Communication between LNIs internal EMS and the Negotiation ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. 4. LNI trading desk personnel, acting as agent on behalf of Customers, can enter high-touch orders in the LNI EMS for transmission to the Negotiation ATS and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNI, acting as agent, can enter into automated negotiations in the Negotiation ATS on behalf of these high-touch orders. The indications and orders created by LNI in connection with these automated negotiations are child indications and orders of the Participants parent order. These child indications and orders are referred to as LPC indications and LPC orders.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the H2O ATS: 1. LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) and resting orders directly to the H2O ATS. These orders are transmitted using the FIX protocol. 2. LNI, acting as agent, can access the H2O ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. 3. LNI, acting as agent, can access the H2O ATS on behalf of Customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The child orders created by LNI as routes of these Member and Customer parent orders are referred to as LNI resting orders. Communication between LNIs internal EMS and the H2O ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. 4. LNI, acting as agent, can access the H2O ATS on behalf of LPs that create algo orders. LNIs internal EMS transmits these orders to the H2O ATS using the FIX protocol. 5. Members can transmit broker block accepts directly to the H2O ATS in response to receipt of broker block notifications. 6. LNI trading desk personnel can enter high-touch orders in the LNI EMS for transmission to the H2O ATSs and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNIs internal EMS transmits these orders to the H2O ATS using the FIX protocol.

means_of_entry

Any reference to FIX in this document means FIX version 4.0, 4.2 or 4.4. The following are the methods by which orders can be entered directly into the H2O ATS: (1) LPs can transmit IOC (Standard or Enhanced as described in Item 11.c. of Part III) and resting orders directly to the H2O ATS. These orders are transmitted using the FIX protocol. (2) LNI, acting as agent, can access the H2O ATS on behalf of Members that create the following types of orders: algo orders; Liquidnet-only orders; LN auto-ex orders; automated negotiation orders; and manual targeted invitations. LNI, acting as agent, can access the H2O ATS on behalf of Customers that create the following types of orders: algo orders; Liquidnet-only orders; and LN auto-ex orders. The child orders created by LNI as routes of these Member and Customer parent orders are referred to as LNI resting orders. Communication between the Liquidnet desktop trading application and Liquidnets back-end systems is through the SmartSockets protocol. Communication between LNIs internal EMS and the H2O ATS is through the FIX protocol. Communication of parent orders is through FIX or a proprietary communication protocol agreed between LNI and the applicable OMS vendor. (3) LNI, acting as agent, can access the H2O ATS on behalf of LPs that create algo orders. LNIs internal EMS transmits these orders to the H2O ATS using the FIX protocol. (4) Members can transmit broker block accepts directly to the H2O ATS in response to receipt of broker block notifications. Communication between Liquidnet 5 and Liquidnets back-end systems is through the SmartSockets protocol. (5) LNI trading desk personnel can enter high-touch orders in the LNI EMS for transmission to the Liquidnet ATSs and other execution venues. These high-touch orders can be algo orders or Liquidnet-only orders. LNIs internal EMS transmits these orders to the H2O ATS using the FIX protocol.

pricing_methodology

Generally, through the Liquidnet ApplicationLNI provides traders at Member firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the System. Market data source For the H2O ATS, LNI sources and uses market data through a synthetic NBBO created by Redline Trading Solutions, a technology vendor. Redline obtains its market data through a market data vendor; the market data vendor receives direct market data feeds from the US markets operated by NASDAQ, the NYSE and BATS and accesses the SIP for the other US markets. Redline derives a synthetic NBBO based on this market data. The term synthetic NBBO means that Redlines NBBO is based on certain direct feeds and the SIP. LNI has the ability to failover to the SIP market data feed in the event of a technical issue relating to the data provided by Redline. For market data that is displayed through the Liquidnet Application, LNI sources the market data (best bid and best ask) directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. The H2O ATS uses the market data provided by Redline to determine the execution price for trades that the H2O ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the Liquidnet desktop trading application, LNI provides traders at participant firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the System. Market data source For the Negotiation ATS and for market data that is displayed through the Liquidnet desktop trading application, LNI sources the market data (best bid, best ask and last sale) through Bloomberg and/or Refinitiv, which obtains the data directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. Liquidnet displays the best bid, best ask and last sale through the Liquidnet desktop trading application. The Negotiation ATS uses the market data provided by Bloomberg and/or Refinitiv to determine the execution price for trades that the Negotiation ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the Liquidnet desktop trading application, LNI provides traders at participant firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the system. Market data source For the Negotiation ATS and for market data that is displayed through the Liquidnet desktop trading application, LNI sources the market data (best bid, best ask and last sale) through Reuters, which obtains the data directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. Liquidnet displays the best bid, best ask and last sale through the Liquidnet desktop trading application. The Negotiation ATS uses the market data provided by Reuters to determine the execution price for trades that the Negotiation ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the Liquidnet desktop trading application, Liquidnet provides traders at Member firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the system. Market data source For the H2O ATS, LNI sources and uses market data through a synthetic NBBO created by Redline Trading Solutions, a technology vendor. Redline obtains its market data through a market data vendor; the market data vendor receives direct market data feeds from the US markets operated by NASDAQ, the NYSE and BATS and accesses the SIP for the other US markets. Redline derives a synthetic NBBO based on this market data. The term 'synthetic NBBO" means that Redline's NBBO is based on certain direct feeds and the SIP. LNI has the ability to failover to the SIP market data feed in the event of a technical issue relating to the data provided by Redline. For market data that is displayed through the Liquidnet desktop trading application, LNI sources the market data (best bid and best ask) directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. The H2O ATS uses the market data provided by Redline to determine the execution price for trades that the H2O ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the Liquidnet desktop trading application, Liquidnet provides traders at Member firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the System. Market data source For the H2O ATS, LNI sources and uses market data through a synthetic NBBO created by Redline Trading Solutions, a technology vendor. Redline obtains its market data through a market data vendor; the market data vendor receives direct market data feeds from the US markets operated by NASDAQ, the NYSE and BATS and accesses the SIP for the other US markets. Redline derives a synthetic NBBO based on this market data. The term synthetic NBBO means that Redlines NBBO is based on certain direct feeds and the SIP. LNI has the ability to failover to the SIP market data feed in the event of a technical issue relating to the data provided by Redline. For market data that is displayed through the Liquidnet desktop trading application, LNI sources the market data (best bid and best ask) directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. The H2O ATS uses the market data provided by Redline to determine the execution price for trades that the H2O ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the Liquidnet Application, LNI provides traders at Participant firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the System. Market data source For the Negotiation ATS and for market data that is displayed through the Liquidnet Application, LNI sources the market data (best bid, best ask and last sale) through Bloomberg and/or Redline Trading Solutions, which obtains the data directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. LNI displays the best bid, best ask and last sale through the Liquidnet Application. The Negotiation ATS uses the market data provided by Bloomberg and/or Redline Trading Solutions to determine the execution price for trades that the Negotiation ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the Liquidnet desktop trading application, LNI provides traders at participant firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the system. Market data source For the Negotiation ATS and for market data that is displayed through the Liquidnet desktop trading application, LNI sources the market data (best bid, best ask and last sale) through Bloomberg and/or Refinitiv, which obtains the data directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. Liquidnet displays the best bid, best ask and last sale through the Liquidnet desktop trading application. The Negotiation ATS uses the market data provided by Bloomberg and/or Refinitiv to determine the execution price for trades that the Negotiation ATS executes at the mid-point of the NBBO.

pricing_methodology

General Through the LNI desktop trading application, LNI provides traders at Participant firms with market data (highest displayed bid and lowest displayed ask) for the equities that are traded in the System. Market data source For the Negotiation ATS and for market data that is displayed through the LNI desktop trading application, LNI sources the market data (best bid, best ask and last sale) through Bloomberg and/or Redline Trading Solutions, which obtains the data directly from the applicable Securities Information Processor (SIP): NASDAQ UTP, for NASDAQ-listed securities; and the Consolidated Tape Association (CTA), for NYSE and other listed securities. The market data feed provides consolidated quotes of multiple display venues. LNI displays the best bid, best ask and last sale through the LNI desktop trading application. The Negotiation ATS uses the market data provided by Bloomberg and/or Redline Trading Solutions to determine the execution price for trades that the Negotiation ATS executes at the mid-point of the NBBO.

counterparty_selection

Liquidnet Transparency Controls Members and customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers (other than transition managers) and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LPs and LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with either or both of these types of liquidity. Changes to Transparency Controls The information in this Form ATS-N filing reflects changes to Liquidnet Transparency Controls that LNI expects to implement within 30 days after the effective date of this Form ATS-N filing. LNI will provide advance notice to all participants of the effective date for these changes. The following is a description of how the changes to Liquidnet Transparency Controls relating to sources of liquidity impact Members and customers that made elections through Liquidnet Transparency Controls prior to the date of the planned changes: * Existing Members and customers will be defaulted to interacting with liquidity partner liquidity if they are currently opted-in to interacting with resting orders from liquidity partners. * Existing Members and customers will be defaulted to interacting with liquidity from LCM customers if they are currently opted-in to interacting with all categories of LCM customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and buy-side customers can choose whether or not to interact with any or all of the following: * IOC orders from LPs * Resting orders from LPs * Any or all of the following categories of Liquidnet Capital Markets (LCM) customers: o Public companies o Private equity o Venture capital o Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Opposite-side indications or orders with the same Member or customer ID cannot match with each other. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours.

counterparty_selection

Liquidnet Transparency Controls Members and customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers (other than transition managers) and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LPs and LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with either or both of these types of liquidity. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * Existing Members and customers were defaulted to interacting with orders from LPs if they were prior to that date defaulted to interacting with LP resting orders. * Existing Members and customers were defaulted to interacting with liquidity from LCM customers if they were prior to that date opted-in to interacting with all categories of LCM customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available Except as specified below, all Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. As set forth in Item 2.b of this Part III, Liquidnet may permit Members and customers to opt-out from interacting with order flow from a broker dealer acting as an outsourced trading desk on behalf of buy-side institutions where the dealer does not identify the buy-side firm to Liquidnet on an order-by-order basis. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and buy-side customers can choose whether or not to interact with any or all of the following: * IOC orders from LPs * Resting orders from LPs * Any or all of the following categories of Liquidnet Capital Markets (LCM) customers: ** Public companies ** Private equity ** Venture capital ** Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Opposite-side indications or orders with the same Member or customer ID cannot match with each other. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer.

counterparty_selection

Liquidnet Transparency Controls Members and customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers (other than transition managers) and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LPs and LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with either or both of these types of liquidity. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * Existing Members and customers were defaulted to interacting with orders from LPs if they were prior to that date defaulted to interacting with LP resting orders. * Existing Members and customers were defaulted to interacting with liquidity from LCM customers if they were prior to that date opted-in to interacting with all categories of LCM customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with Liquidnet Capital Markets customers. Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and buy-side customers can choose whether or not to interact with any or all of the following categories of Liquidnet Capital Markets (LCM) customers: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Opposite-side indications or orders with the same Member or customer ID cannot match with each other. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted.

counterparty_selection

Liquidnet Transparency Controls Members and customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers (other than transition managers) and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LPs and LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with either or both of these types of liquidity. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * Existing Members and customers were defaulted to interacting with orders from LPs if they were prior to that date defaulted to interacting with LP resting orders. * Existing Members and customers were defaulted to interacting with liquidity from LCM customers if they were prior to that date opted-in to interacting with all categories of LCM customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of external LPs (as defined in Part III, Item 2.b) and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific, external LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Upon request by a Member or customer, Liquidnet may, in its sole discretion, permit the Member or customer to block interaction with a firm that participates as an LP, but is not identified on the list of external LPs because the firm relies on Liquidnets technology/algos to access the Liquidnet system. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with Liquidnet Capital Markets customers. Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * Existing Members and customers were defaulted to interacting with liquidity from LCM customers if they were prior to that date opted-in to interacting with all categories of LCM customers. Sources of liquidity for which an election is not available Except as specified below, all Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. As set forth in Item 2.b of this Part III, Liquidnet may permit Members and customers to opt-out from interacting with order flow from a broker dealer acting as an outsourced trading desk on behalf of buy-side institutions where the dealer does not identify the buy-side firm to Liquidnet on an order-by-order basis. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated participant The Negotiation ATS does not permit two indications or orders with the same participant identifier to match or execute against each other. A participant can instruct the Negotiation ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with Liquidnet Capital Markets customers. Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * Existing Members and customers were defaulted to interacting with liquidity from LCM customers if they were prior to that date opted-in to interacting with all categories of LCM customers. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated participant The Negotiation ATS does not permit two indications or orders with the same participant identifier to match or execute against each other. A participant can instruct the Negotiation ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers (other than transition managers) and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LPs and LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with either or both of these types of liquidity. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * Existing Members and customers were defaulted to interacting with orders from LPs if they were prior to that date defaulted to interacting with LP resting orders. * Existing Members and customers were defaulted to interacting with liquidity from LCM customers if they were prior to that date opted-in to interacting with all categories of LCM customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available Except as specified below, all Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. As set forth in Item 2.b of this Part III, Liquidnet may permit Members and customers to opt-out from interacting with order flow from a broker dealer acting as an outsourced trading desk on behalf of buy-side institutions where the dealer does not identify the buy-side firm to Liquidnet on an order-by-order basis. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of external LPs (as defined in Part III, Item 2.b) and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific, external LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Upon request by a Member or customer, Liquidnet may, in its sole discretion, permit the Member or customer to block interaction with a firm that participates as an LP, but is not identified on the list of external LPs because the firm relies on Liquidnets technology/algos to access the Liquidnet system. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with Liquidnet Capital Markets customers. Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to sources of liquidity impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated participant The Negotiation ATS does not permit two indications or orders with the same participant identifier to match or execute against each other. A participant can instruct the Negotiation ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with Liquidnet Capital Markets customers. Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) * Orders from Liquidnet Capital Markets (LCM) customers. Liquidnet Capital Markets (LCM) customers consist of the following: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. By default, Members interact with liquidity from LCM customers. Members and customers can elect through Liquidnet Transparency Controls to opt-out from interacting with this liquidity. Changes to Transparency Controls The information in this Form ATS-N filing reflects changes to Liquidnet Transparency Controls that LNI expects to implement within 30 days after the effective date of this Form ATS-N filing. LNI will provide advance notice to all participants of the effective date for these changes. The following is a description of how the changes to Liquidnet Transparency Controls relating to sources of liquidity impact Members and customers that made elections through Liquidnet Transparency Controls prior to the date of the planned changes: * Existing Members and customers will be defaulted to interacting with liquidity from LCM customers if they are currently opted-in to interacting with all categories of LCM customers. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated participant The Negotiation ATS does not permit two indications or orders with the same participant identifier to match or execute against each other. A participant can instruct the Negotiation ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and buy-side customers can choose whether or not to interact with any or all of the following: * IOC orders from LPs * Resting orders from LPs * Any or all of the following categories of Liquidnet Capital Markets (LCM) customers: ** Public companies ** Private equity ** Venture capital ** Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Blocking by LPs Upon an LP providing an exclusion list to LNI, LNI will block the Members and customers on the exclusion list from interacting with the LPs orders on the H2O ATS. LNI will take reasonable steps to comply with an exclusion list provided by an LP request but cannot communicate to the LP whether a particular institution is a Member or customer. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with LPs and Liquidnet Capital Markets customers. LPs, broker customers and Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and buy-side customers can choose whether or not to interact with any or all of the following: * IOC orders from LPs * Resting orders from LPs * Any or all of the following categories of Liquidnet Capital Markets (LCM) customers: ** Public companies ** Private equity ** Venture capital ** Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. Member and customer interaction with LPs Members and customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of LPs and provides it to Members and customers upon request. Members and customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or customer. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and Customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. LPsand broker customers (other than transition managers) cannot make elections through Liquidnet Transparency Controls. Specifically, Members and Customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) By default, Members interact with liquidity from LPs. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and Customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or Customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the participant has opted-in to interacting with LP liquidity. Process for Members and Customers to confirm and update their elections Liquidnet maintains for each Member and Customer a record of each source of liquidity with which the Member or Customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and Customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or Customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and Customer interaction with LPs Members and Customers only interact with IOC orders from LPs when they affirmatively create a Liquidnet algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). Liquidnet maintains a current list of external LPs (as defined in Part III, Item 2.b) and provides it to Members and Customers upon request. Members and Customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific, external LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or Customer. Upon request by a Member or Customer, Liquidnet may, in its sole discretion, permit the Member or Customer to block interaction with a firm that participates as an LP, but is not identified on the list of external LPs because the firm relies on Liquidnets technology/algos to access the Liquidnet System. Executions against the same or an affiliated participant The H2O ATS does not permit two orders with the same participant identifier to execute against each other. A participant can instruct the H2O ATS to block crossing between affiliated participant identifiers, as notified by the participant.

counterparty_selection

Liquidnet Transparency Controls Members and Customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. LPs and broker customers (other than transition managers) cannot make elections through Liquidnet Transparency Controls. Specifically, Members and Customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) By default, Members interact with liquidity from LPs. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and Customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or Customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the Participant has opted-in to interacting with LP liquidity. Process for Members and Customers to confirm and update their elections LNI maintains for each Member and Customer a record of each source of liquidity with which the Member or Customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and Customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or Customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and Customer interaction with LPs Members and Customers only interact with IOC orders from LPs when they affirmatively create a LNI algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). LNI maintains a current list of external LPs (as defined in Part III, Item 2.b) and provides it to Members and Customers upon request. Members and Customers can elect one or more of the following: * Blocking interaction with all liquidity (resting and IOC) from a specific, external LP * Blocking interaction with all LPs for broker blocks * Blocking interaction with all IOC orders from LPs * Restricting interaction to a specific group of LPs designated by the Member or Customer. Upon request by a Member or Customer, LNI may, in its sole discretion, permit the Member or Customer to block interaction with a firm that participates as an LP, but is not identified on the list of external LPs because the firm relies on LNIs technology/algos to access the H2O ATS. Executions against the same or an affiliated Participant The H2O ATS does not permit two orders with the same Participant identifier to execute against each other. A Participant can instruct the H2O ATS to block crossing between affiliated Participant identifiers, as notified by the Participant.

counterparty_selection

Liquidnet Transparency Controls Members and Customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. Specifically, Members and Customers can choose whether or not to interact with any or all of the following: * Orders from LPs (IOC or resting) *Receiving targeted invitations from Members or Customers A Member or Customer only receives notification of targeted invitations if the Member or Customer has opted-in to receiving them. Sources of liquidity for which an election is not available All Members and Customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from Customers * Orders from Customers that are transition managers * Orders from automated routing customers. Process for Members and Customers to confirm and update their elections LNI maintains for each Member and Customer a record of each source of liquidity with which the Member or Customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible Customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or Customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated Participant The Negotiation ATS does not permit two indications or orders with the same Participant identifier to match or execute against each other. A Participant can instruct the Negotiation ATS to block crossing between affiliated Participant identifiers, as notified by the Participant.

counterparty_selection

Liquidnet Transparency Controls Members and Customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. Specifically, Members and Customers can choose whether or not to interact with any or all of the following: 1. Orders from LPs (IOC or resting). 2. Receiving targeted invitations from Members or Customers. A Member or Customer only receives notification of targeted invitations if the Member or Customer has opted-in to receiving them. Sources of liquidity for which an election is not available All Members and Customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: 1. IOIs and orders from other Members. 2. Orders from Customers. 3. Orders from Customers that are transition managers. 4. Orders from automated routing customers. Process for Members and Customers to confirm and update their elections LNI maintains for each Member and Customer a record of each source of liquidity with which the Member or Customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible Customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or Customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated Participant The Negotiation ATS does not permit two IOIs or orders with the same Participant identifier to match or execute against each other. A Participant can instruct the Negotiation ATS to block crossing between affiliated Participant identifiers, as notified by the Participant.

counterparty_selection

Liquidnet Transparency Controls Members and Customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. LPs and broker customers (other than transition managers) cannot make elections through Liquidnet Transparency Controls. Specifically, Members and Customers can choose whether or not to interact with any or all of the following: 1. Orders from LPs (IOC or resting) By default, Members interact with liquidity from LPs. 2. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations. Sources of liquidity for which an election is not available All Members and Customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: 1. IOIs and orders from other Members. 2. Orders from buy-side trading desk customers. 3. Orders from trading desk customers that are transition managers. 4. Orders from automated routing customers. Interaction with LP liquidity for algo orders that can route externally If a Member or Customer creates an algo order that can route to external venues, the algo order will interact with LP liquidity regardless of whether the Participant has opted-in to interacting with LP liquidity. Process for Members and Customers to confirm and update their elections LNI maintains for each Member and Customer a record of each source of liquidity with which the Member or Customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and Customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. A Member or Customer also can update its Liquidnet Transparency Controls elections by contacting its sales or trading coverage. Member and Customer interaction with LPs Members and Customers only interact with IOC orders from LPs when they affirmatively create a LNI algo, Liquidnet-only, LN auto-ex order or automated negotiation order (subject to applicable elections). LNI maintains a current list of external LPs (as defined in Part III, Item 2.b) and provides it to Members and Customers upon request. Members and Customers can elect one or more of the following: 1. Blocking interaction with all liquidity (resting and IOC) from a specific, external LP. 2. Blocking interaction with all LPs for broker blocks. 3. Blocking interaction with all IOC orders from LPs. 4. Restricting interaction to a specific group of LPs designated by the Member or Customer. Upon request by a Member or Customer, LNI may, in its sole discretion, permit the Member or Customer to block interaction with a firm that participates as an LP, but is not identified on the list of external LPs because the firm relies on LNIs technology/algos to access the H2O ATS. Executions against the same or an affiliated Participant The H2O ATS does not permit two orders with the same Participant identifier to execute against each other. A Participant can instruct the H2O ATS to block crossing between affiliated Participant identifiers, as notified by the Participant.

counterparty_selection

Liquidnet Transparency Controls Members and buy-side customers can elect through Liquidnet Transparency Controls whether or not to interact with certain sources of liquidity. These elections apply to all parent orders that can otherwise interact with Liquidnet Capital Markets customers. Liquidnet Capital Markets customers cannot make elections through Liquidnet Transparency Controls. Specifically, Members and buy-side customers can choose whether or not to interact with any or all of the following categories of Liquidnet Capital Markets (LCM) customers: * Public companies * Private equity * Venture capital * Individual and corporate control persons of public-issuer stock (directors, officers, employees and corporations with controlling interests). LCM customers are a sub-category of customers. Sources of liquidity for which an election is not available All Members and customers interact with the following sources of liquidity and cannot choose whether or not to interact with these sources of liquidity: * Indications and orders from other Members * Orders from buy-side trading desk customers * Orders from trading desk customers that are transition managers * Orders from automated routing customers. Process for Members and customers to confirm and update their elections Liquidnet maintains for each Member and customer a record of each source of liquidity with which the Member or customer interacts. Through the Liquidnet Transparency Controls web-based system, Members and eligible customers can view and update the sources of liquidity with which they interact. Any changes input through Liquidnet Transparency Controls are implemented within twenty-four hours. Symbol blocks At the request of a Member, LNI can block the Member from matching on a specific symbol with a specific contra based on a negative trading experience with the contra in that symbol. It is LNIs policy to comply with the Members request. LNI automatically removes any symbol block at the end of the fifth trading day after the date on which the symbol block was first instituted. Matches and executions against the same or an affiliated participant The Negotiation ATS does not permit two indications or orders with the same participant identifier to match or execute against each other. A participant can instruct the Negotiation ATS to block crossing between affiliated participant identifiers, as notified by the participant.

financial_condition_summary

LNI does not charge a subscription, onboarding, or connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. See the response to Item 19.b. of this Part III for detail regarding the fees and charges by LNI.

financial_condition_summary

LNI does not charge a subscription, onboarding, or connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. See the response to Item 19.b. of this Part III for detail regarding the fees and charges by LNI. LNI is assessed certain Consolidated Audit Trail (CAT) regulatory fees relating to trading on the Negotiation ATS as an execution venue. In matches between buy-side Subscribers, LNI is the only CAT executing broker associated with the trade and is therefore assessed a CAT fee for such transactions. LNI does not pass through these CAT fees to Subscribers. In a match between a buy-side Subscriber and a broker-dealer, both LNI and the broker-dealer identified on the media/tape trade report would be assessed CAT fees for that transaction directly by FINRA. LNI does not pass through the CAT fees to the buy-side Subscriber. In a match between two broker-dealers, LNI is identified as one a CAT executing broker and one of the broker-dealers is identified as the other CAT executing broker on the media tape report; both LNI and that broker-dealer are assessed a CAT fee for that transaction. The other broker-dealer is identified on a non-media trade report and is not assessed a CAT fee. In these instances, LNI does not pass through the CAT fee that it is assessed on the media trade report to the broker-dealer that is on the non-media trade report.

financial_condition_summary

LNI does not charge a subscription, onboarding, or connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. See the response to Item 19.b. of this Part III for detail regarding the fees and charges by LNI. LNI is assessed certain Consolidated Audit Trail (CAT) regulatory fees relating to trading on the H2O ATS as an execution venue. In matches between buy-side Subscribers, LNI is the only CAT executing broker associated with the trade and is therefore assessed a CAT fee for such transactions. LNI does not pass through these CAT fees to Subscribers. In a match between a buy-side Subscriber and a broker-dealer, both LNI and the broker-dealer identified on the media/tape trade report would be assessed CAT fees for that transaction directly by FINRA. LNI does not pass through the CAT fees to the buy-side Subscriber. In a match between two broker-dealers, LNI is identified as one a CAT executing broker and one of the broker-dealers is identified as the other CAT executing broker on the media tape report; both LNI and that broker-dealer are assessed a CAT fee for that transaction. The other broker-dealer is identified on a non-media trade report and is not assessed a CAT fee. In these instances, LNI does not pass through the CAT fee that it is assessed on the media trade report to the broker-dealer that is on the non-media trade report.

financial_condition_summary

LPs LNI does not charge LPs a subscription, onboarding, connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services, except that LPs are required to pay a monthly connection fee if their trading activity for the month does not cover the cost of connectivity for LNI. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. Members and Customers LNI does not charge Members and Customer a subscription, onboarding, connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. See the response to Item 19.b. of this Part III for detail regarding the fees and charges by LNI. LNI is assessed certain Consolidated Audit Trail (CAT) regulatory fees relating to trading on the H2O ATS as an execution venue. In matches between buy-side Subscribers, LNI is the only CAT executing broker associated with the trade and is therefore assessed a CAT fee for such transactions. LNI does not pass through these CAT fees to Subscribers. In a match between a buy-side Subscriber and a broker-dealer, both LNI and the broker-dealer identified on the media/tape trade report would be assessed CAT fees for that transaction directly by FINRA. LNI does not pass through the CAT fees to the buy-side Subscriber. In a match between two broker-dealers, LNI is identified as one a CAT executing broker and one of the broker-dealers is identified as the other CAT executing broker on the media tape report; both LNI and that broker-dealer are assessed a CAT fee for that transaction. The other broker-dealer is identified on a non-media trade report and is not assessed a CAT fee. In these instances, LNI does not pass through the CAT fee that it is assessed on the media trade report to the broker-dealer that is on the non-media trade report.

financial_condition_summary

LPs LNI does not charge LPs a subscription, onboarding, connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services, except that LPs are required to pay a monthly connection fee if their trading activity for the month does not cover the cost of connectivity for LNI. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. Members and Customers LNI does not charge Members and Customer a subscription, onboarding, connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. See the response to Item 19.b. of this Part III for detail regarding the fees and charges by LNI.

financial_condition_summary

Liquidity partners LNI does not charge LPs a subscription, onboarding, connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services, except that LPs are required to pay a monthly connection fee if their trading activity for the month does not cover the cost of connectivity for LNI. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. Members and customers LNI does not charge Members and customer a subscription, onboarding, connectivity or message traffic fee (or any other fee that is not transaction-based) for use of the NMS Stock ATS services. LNI charges a transaction-based fee at the broker-dealer level, and not at the ATS level. See the response to Item 19.b. of this Part III for detail regarding the fees and charges by LNI.

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) route orders on an agency basis on behalf of their clients in U.S. symbols to the H2O ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 5. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 6. TP ICAP Europe SA - broker-dealer, agency, no MPID. 7. TP ICAP Markets Limited - broker-dealer, agency, no MPID. TP ICAP Global Markets Americas LLC (TPIGMA) is an affiliated broker-dealer registered with the SEC and FINRA and may route orders on an agency basis to the H2O ATS as a liquidity partner (LP) (see definition of Liquidity Partners in Item 2b of Part III), with the same access to liquidity and functionality as any third-party LP. TPIGMAs MPIDs are GARC, PATR, PBON, PFPI, and TPFS. The LNI BD Affiliates identified above may similarly onboard Members, Customers and LPs as Participants in their respective regions utilizing their own jurisdictional standards. LNI treats orders from LNI BD Affiliates Participants in an equivalent manner as if they are LNI Participants. For example, a Member of Liquidnet Asia Limited will be considered as a Member with the same access.

conflict_description

The following is a list of each foreign securities dealer Affiliate of LNI that may route orders to the H2O ATS, the country where its head office is located, and its registration category: 1. Liquidnet Asia Limited Country of head office: Hong Kong Registration category: Licensed by the Hong Kong Securities and Futures Commission to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. Regulated by the Monetary Authority of Singapore as a Recognized Market Operator. 2. Liquidnet Australia Pty Ltd. Country of head office: Australia Registration category: Registered with the Australian Securities and Investments Commission as an Australian Financial Services Licensee. 3. Liquidnet Canada Inc. Country of head office: Canada Registration category: Authorized as an investment dealer (or equivalent) by the Ontario Securities Commission, Autorite des Marches Financiers of Quebec and the British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick Securities Commissions. Operates the Liquidnet Canada ATS, which is also registered in these provinces. Member of and regulated by the Investment Industry Regulatory Organization of Canada. 4. Liquidnet EU Limited Country of head office: Ireland Registration category: Authorized and regulated by the Central Bank of Ireland as a MiFID II investment firm and MTF operator. Has obtained passport authority to transact business with customers in other European jurisdictions. 5. Liquidnet Europe Limited Country of head office: England Registration category: Investment firm authorized and regulated by the UK Financial Conduct Authority in the United Kingdom as a limited license firm and operator of two multilateral trading facilities. Has obtained passport authority to transact business with customers in other European jurisdictions. Licensed by the South Africa Financial Sector Conduct Authority as a Category 1 Financial Services Provider. 6. Liquidnet Japan Inc. Country of head office: Japan Registration category: Registered as a dealer by the Japanese Financial Services Agency. Member of the Japanese Securities Dealers Association and the Jasdec DVP Clearing Corp. 7. Liquidnet Singapore Pte Ltd Country of head office: Singapore Registration category: Registered with the Monetary Authority of Singapore as a Capital Markets Service Licensee for dealing in securities (introducing broker). These Affiliates identified above (we refer to them as the "LNI Affiliates") are not US-registered broker-dealers. Accordingly, they do not have MPIDs. The LNI Affiliates act as agent only, except in the limited case of a test trade requested by a participant. Any reference in this filing to LNI (except where LNI is being distinguished from the LNI Affiliates) includes the LNI Affiliates acting with respect to the participants in their respective regions. The following types of orders are routed by the LNI Affiliates directly to the H2O ATS (MPID of "LQNA"): * IOC and day orders on behalf of liquidity partners * Broker block accepts. Other orders from the LNI Affiliates are routed through LNI, the broker (MPID of "LQNB"). LNI and Tullett Prebon Financial Services LLC (TPFS) are now both part of TP ICAP Group plc. Affiliate TPFS, a broker-dealer registered with the SEC and FINRA (MPID of COEX) may route IOC and day orders on an agency basis to the H2O ATS as a liquidity partner (LP), with the same access to liquidity and functionality as any third-party LP. The foreign LNI Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

conflict_description

The following is a list of each foreign securities dealer Affiliate of LNI that may route orders to the H2O ATS, the country where its head office is located, and its registration category: 1. Liquidnet Asia Limited Country of head office: Hong Kong Registration category: Licensed by the Hong Kong Securities and Futures Commission to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. Regulated by the Monetary Authority of Singapore as a Recognized Market Operator. 2. Liquidnet Australia Pty Ltd. Country of head office: Australia Registration category: Registered with the Australian Securities and Investments Commission as an Australian Financial Services Licensee. 3. Liquidnet Canada Inc. Country of head office: Canada Registration category: Authorized as an investment dealer (or equivalent) by the Ontario Securities Commission, Autorite des Marches Financiers of Quebec and the British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick Securities Commissions. Operates the Liquidnet Canada ATS, which is also registered in these provinces. Member of and regulated by the Canadian Investment Regulatory Organization. 4. Liquidnet EU Limited Country of head office: Ireland Registration category: Authorized and regulated by the Central Bank of Ireland as a MiFID II investment firm and MTF operator. Has obtained passport authority to transact business with customers in other European jurisdictions. 5. Liquidnet Europe Limited Country of head office: England Registration category: Investment firm authorized and regulated by the UK Financial Conduct Authority in the United Kingdom as a limited license firm and operator of two multilateral trading facilities. Has obtained passport authority to transact business with customers in other European jurisdictions. Licensed by the South Africa Financial Sector Conduct Authority as a Category 1 Financial Services Provider. 6. Liquidnet Japan Inc. Country of head office: Japan Registration category: Registered as a dealer by the Japanese Financial Services Agency. Member of the Japanese Securities Dealers Association and the Jasdec DVP Clearing Corp. 7. Liquidnet Singapore Pte Ltd Country of head office: Singapore Registration category: Registered with the Monetary Authority of Singapore as a Capital Markets Service Licensee for dealing in securities (introducing broker). These Affiliates identified above (we refer to them as the LNI Affiliates) are not US-registered broker-dealers. Accordingly, they do not have MPIDs. The LNI Affiliates act as agent only, except in the limited case of a test trade requested by a participant. Any reference in this filing to LNI (except where LNI is being distinguished from the LNI Affiliates) includes the LNI Affiliates acting with respect to the participants in their respective regions. The following types of orders are routed by the LNI Affiliates directly to the H2O ATS: * IOC and day orders on behalf of LPs * Broker block accepts. Other orders from the LNI Affiliates are routed through LNI, the broker (MPID of LQNB). LNI and P ICAP Global Markets Americas LLC (TPIGMA) are under common control of TP ICAP Group plc. e TPIGMA is a broker-dealer registered with the SEC and FINRA (MPID of GARC) may route IOC and day orders on an agency basis to the H2O ATS as a LP, with the same access to liquidity and functionality as any third-party LP. The foreign LNI Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

conflict_description

The following is a list of each foreign securities dealer Affiliate of LNI that may route orders to the H2O ATS, the country where its head office is located, and its registration category: 1. Liquidnet Asia Limited Country of head office: Hong Kong Registration category: Licensed by the Hong Kong Securities and Futures Commission to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. Regulated by the Monetary Authority of Singapore as a Recognized Market Operator. 2. Liquidnet Australia Pty Ltd. Country of head office: Australia Registration category: Registered with the Australian Securities and Investments Commission as an Australian Financial Services Licensee. 3. Liquidnet Canada Inc. Country of head office: Canada Registration category: Authorized as an investment dealer (or equivalent) by the Ontario Securities Commission, Autorite des Marches Financiers of Quebec and the British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick Securities Commissions. Operates the Liquidnet Canada ATS, which is also registered in these provinces. Member of and regulated by the Canadian Investment Regulatory Organization. 4. Liquidnet EU Limited Country of head office: Ireland Registration category: Authorized and regulated by the Central Bank of Ireland as a MiFID II investment firm and MTF operator. Has obtained passport authority to transact business with customers in other European jurisdictions. 5. Liquidnet Europe Limited Country of head office: England Registration category: Investment firm authorized and regulated by the UK Financial Conduct Authority in the United Kingdom as a limited license firm and operator of two multilateral trading facilities. Has obtained passport authority to transact business with customers in other European jurisdictions. Licensed by the South Africa Financial Sector Conduct Authority as a Category 1 Financial Services Provider. 6. Liquidnet Japan Inc. Country of head office: Japan Registration category: Registered as a dealer by the Japanese Financial Services Agency. Member of the Japanese Securities Dealers Association and the Jasdec DVP Clearing Corp. 7. Liquidnet Singapore Pte Ltd Country of head office: Singapore Registration category: Registered with the Monetary Authority of Singapore as a Capital Markets Service Licensee for dealing in securities (introducing broker). These Affiliates identified above (we refer to them as the LNI Affiliates) are not US-registered broker-dealers. Accordingly, they do not have MPIDs. The LNI Affiliates act as agent only, except in the limited case of a test trade requested by a participant. Any reference in this filing to LNI (except where LNI is being distinguished from the LNI Affiliates) includes the LNI Affiliates acting with respect to the participants in their respective regions. The following types of orders are routed by the LNI Affiliates directly to the H2O ATS: * IOC (Standard or Enhanced as detailed in Item 11.c. of Part III) and day orders on behalf of LPs * Broker block accepts. Other orders from the LNI Affiliates are routed through LNI, the broker (MPID of LQNB). LNI and P ICAP Global Markets Americas LLC (TPIGMA) are under common control of TP ICAP Group plc. e TPIGMA is a broker-dealer registered with the SEC and FINRA (MPID of GARC) may route IOC and day orders on an agency basis to the H2O ATS as a LP, with the same access to liquidity and functionality as any third-party LP. The foreign LNI Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

conflict_description

The following is a list of each securities dealer Affiliate of LNI, the country where its head office is located, and its registration category: 1. Liquidnet Asia Limited Country of head office: Hong Kong Registration category: Licensed by the Hong Kong Securities and Futures Commission to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. Regulated by the Monetary Authority of Singapore as a Recognized Market Operator. 2. Liquidnet Australia Pty Ltd. Country of head office: Australia Registration category: Registered with the Australian Securities and Investments Commission as an Australian Financial Services Licensee. 3. Liquidnet Canada Inc. Country of head office: Canada Registration category: Authorized as an investment dealer (or equivalent) by the Ontario Securities Commission, Autorite des Marches Financiers of Quebec and the British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick Securities Commissions. Operates the Liquidnet Canada ATS, which is also registered in these provinces. Member of and regulated by the Investment Industry Regulatory Organization of Canada. 4. Liquidnet EU Limited Country of head office: Ireland Registration category: Authorized and regulated by the Central Bank of Ireland as a MiFID II investment firm and MTF operator. Has obtained passport authority to transact business with customers in other European jurisdictions. 5. Liquidnet Europe Limited Country of head office: England Registration category: Investment firm authorized and regulated by the UK Financial Conduct Authority in the United Kingdom as a limited license firm and operator of two multilateral trading facilities. Has obtained passport authority to transact business with customers in other European jurisdictions. Licensed by the South Africa Financial Sector Conduct Authority as a Category 1 Financial Services Provider. 6. Liquidnet Japan Inc. Country of head office: Japan Registration category: Registered as a dealer by the Japanese Financial Services Agency. Member of the Japanese Securities Dealers Association and the Jasdec DVP Clearing Corp. 7. Liquidnet Singapore Pte Ltd Country of head office: Singapore Registration category: Registered with the Monetary Authority of Singapore as a Capital Markets Service Licensee for dealing in securities (introducing broker). These Affiliates (we refer to them as the LNI Affiliates) are not US-registered broker-dealers. Accordingly, they do not have MPIDs. The LNI Affiliates act as agent only, except in the limited case of a test trade requested by a participant. Any reference in this filing to LNI (except where LNI is being distinguished from the LNI Affiliates) includes the LNI Affiliates acting with respect to the participants in their respective regions. Manual negotiation orders are routed by the LNI Affiliates directly to the Negotiation ATS (MPID of LQNT). Other orders from the LNI Affiliates are routed through LNI, the broker (MPID of LQNB).

conflict_description

LNI branded affiliates outside of the United States (collectively, the "LNI BD Affiliates") send their clients" orders in U.S. symbols to LNI for execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the H2O ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Europe Limited - broker-dealer, agency, no MPID. 5. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 6. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 7. TP ICAP Europe SA - broker-dealer, agency, no MPID. TP ICAP Global Markets Americas LLC (TPIGMA) is a broker-dealer registered with the SEC and FINRA may route orders on an agency basis to the H2O ATS as a LP, with the same access to liquidity and functionality as any third-party LP. TPIGMAs MPIDs are GARC, PATR, PBON, PFPI, and TPFS. The foreign LNI Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) send their clients orders in U.S. symbols to LNI for execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the Negotiation ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Europe Limited - broker-dealer, agency, no MPID. 5. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 6. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 7. TP ICAP Europe SA - broker-dealer, agency, no MPID. The foreign LNI BD Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) route orders on an agency basis on behalf of their clients in U.S. symbols to for the Negotiation ATS execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the Negotiation ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 5. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 6. TP ICAP Europe SA - broker-dealer, agency, no MPID. 7. TP ICAP Markets Limited - broker-dealer, agency, no MPID. The LNI BD Affiliates identified above may similarly onboard Members, Customers, and LPs in their respective regions utilizing their own jurisdictional standards. LNI treats orders from LNI BD Affiliates Participants in an equivalent manner as if they are LNI Participants. For example, a Member of Liquidnet Asia Limited will be considered as a Member with the same access.

conflict_description

The following is a list of each securities dealer Affiliate of LNI, the country where its head office is located, and its registration category: 1. Liquidnet Asia Limited Country of head office: Hong Kong Registration category: Licensed by the Hong Kong Securities and Futures Commission to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. Regulated by the Monetary Authority of Singapore as a Recognized Market Operator. 2. Liquidnet Australia Pty Ltd. Country of head office: Australia Registration category: Registered with the Australian Securities and Investments Commission as an Australian Financial Services Licensee. 3. Liquidnet Canada Inc. Country of head office: Canada Registration category: Authorized as an investment dealer (or equivalent) by the Ontario Securities Commission, Autorite des Marches Financiers of Quebec and the British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick Securities Commissions. Operates the Liquidnet Canada ATS, which is also registered in these provinces. Member of and regulated by the Canadian Investment Regulatory Organization. 4. Liquidnet EU Limited Country of head office: Ireland Registration category: Authorized and regulated by the Central Bank of Ireland as a MiFID II investment firm and MTF operator. Has obtained passport authority to transact business with customers in other European jurisdictions. 5. Liquidnet Europe Limited Country of head office: England Registration category: Investment firm authorized and regulated by the UK Financial Conduct Authority in the United Kingdom as a limited license firm and operator of two multilateral trading facilities. Has obtained passport authority to transact business with customers in other European jurisdictions. Licensed by the South Africa Financial Sector Conduct Authority as a Category 1 Financial Services Provider. 6. Liquidnet Japan Inc. Country of head office: Japan Registration category: Registered as a dealer by the Japanese Financial Services Agency. Member of the Japanese Securities Dealers Association and the Jasdec DVP Clearing Corp. 7. Liquidnet Singapore Pte Ltd Country of head office: Singapore Registration category: Registered with the Monetary Authority of Singapore as a Capital Markets Service Licensee for dealing in securities (introducing broker). These Affiliates (we refer to them as the LNI Affiliates) are not US-registered broker-dealers. Accordingly, they do not have MPIDs. The LNI Affiliates act as agent only, except in the limited case of a test trade requested by a participant. Any reference in this filing to LNI (except where LNI is being distinguished from the LNI Affiliates) includes the LNI Affiliates acting with respect to the participants in their respective regions. Manual negotiation orders are routed by the LNI Affiliates directly to the Negotiation ATS (MPID of LQNT). Other orders from the LNI Affiliates are routed through LNI, the broker (MPID of LQNB).

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) route orders on an agency basis on behalf of their clients in U.S. symbols to for the Negotiation ATS execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the Negotiation ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 5. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 6. TP ICAP Europe SA - broker-dealer, agency, no MPID. The LNI BD Affiliates identified above may similarly onboard Members, Customers, and LPs in their respective regions utilizing their own jurisdictional standards. LNI treats orders from LNI BD Affiliates Participants in an equivalent manner as if they are LNI Participants. For example, a Member of Liquidnet Asia Limited will be considered as a Member with the same access.

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) route orders on an agency basis on behalf of their clients in U.S. symbols to the H2O ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Europe Limited - broker-dealer, agency, no MPID. 5. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 6. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 7. TP ICAP Europe SA - broker-dealer, agency, no MPID. TP ICAP Global Markets Americas LLC (TPIGMA) is an affiliated broker-dealer registered with the SEC and FINRA and may route orders on an agency basis to the H2O ATS as a liquidity partner (LP) (see definition of Liquidity Partners in Item 2b of Part III), with the same access to liquidity and functionality as any third-party LP. TPIGMAs MPIDs are GARC, PATR, PBON, PFPI, and TPFS. The LNI BD Affiliates identified above may similarly onboard Members, Customers and LPs as Participants in their respective regions utilizing their own jurisdictional standards. LNI treats orders from LNI BD Affiliates Participants in an equivalent manner as if they are LNI Participants. For example, a Member of Liquidnet Asia Limited will be considered as a Member with the same access.

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) route orders on an agency basis on behalf of their clients in U.S. symbols to for the Negotiation ATS execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the Negotiation ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Europe Limited - broker-dealer, agency, no MPID. 5. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 6. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 7. TP ICAP Europe SA - broker-dealer, agency, no MPID. The LNI BD Affiliates identified above may similarly onboard Members, Customers, and LPs in their respective regions utilizing their own jurisdictional standards. LNI treats orders from LNI BD Affiliates Participants in an equivalent manner as if they are LNI Participants. For example, a Member of Liquidnet Asia Limited will be considered as a Member with the same access.

conflict_description

The following is a list of each securities dealer Affiliate of LNI, the country where its head office is located, and its registration category: 1. Liquidnet Asia Limited Country of head office: Hong Kong Registration category: Licensed by the Hong Kong Securities and Futures Commission to carry out Type 1 (dealing in securities) and Type 7 (providing automated trading services) regulated activities. Regulated by the Monetary Authority of Singapore as a Recognized Market Operator. 2. Liquidnet Australia Pty Ltd. Country of head office: Australia Registration category: Registered with the Australian Securities and Investments Commission as an Australian Financial Services Licensee. 3. Liquidnet Canada Inc. Country of head office: Canada Registration category: Authorized as an investment dealer (or equivalent) by the Ontario Securities Commission, Autorite des Marches Financiers of Quebec and the British Columbia, Alberta, Saskatchewan, Manitoba and New Brunswick Securities Commissions. Operates the Liquidnet Canada ATS, which is also registered in these provinces. Member of and regulated by the Investment Industry Regulatory Organization of Canada. 4. Liquidnet EU Limited Country of head office: Ireland Registration category: Authorized and regulated by the Central Bank of Ireland as a MiFID II investment firm and MTF operator. Has obtained passport authority to transact business with customers in other European jurisdictions. 5. Liquidnet Europe Limited Country of head office: England Registration category: Investment firm authorized and regulated by the UK Financial Conduct Authority in the United Kingdom as a limited license firm and operator of two multilateral trading facilities. Has obtained passport authority to transact business with customers in other European jurisdictions. Licensed by the South Africa Financial Sector Conduct Authority as a Category 1 Financial Services Provider. 6. Liquidnet Japan Inc. Country of head office: Japan Registration category: Registered as a dealer by the Japanese Financial Services Agency. Member of the Japanese Securities Dealers Association and the Jasdec DVP Clearing Corp. 7. Liquidnet Singapore Pte Ltd Country of head office: Singapore Registration category: Registered with the Monetary Authority of Singapore as a Capital Markets Service Licensee for dealing in securities (introducing broker). These Affiliates (we refer to them as the "LNI Affiliates") are not US-registered broker-dealers. Accordingly, they do not have MPIDs. The LNI Affiliates act as agent only, except in the limited case of a test trade requested by a participant. Any reference in this filing to LNI (except where LNI is being distinguished from the LNI Affiliates) includes the LNI Affiliates acting with respect to the participants in their respective regions. The following types of orders are routed by the LNI Affiliates directly to the H2O ATS (MPID of "LQNA"): * IOC and day orders on behalf of liquidity partners * Broker block accepts. Other orders from the LNI Affiliates are routed through LNI, the broker (MPID of "LQNB").

conflict_description

LNI branded affiliates outside of the United States (collectively, the "LNI BD Affiliates") send their clients" orders in U.S. symbols to LNI for execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the Negotiation ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Europe Limited - broker-dealer, agency, no MPID. 5. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 6. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 7. TP ICAP Europe SA - broker-dealer, agency, no MPID. The foreign LNI Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

conflict_description

LNI branded affiliates outside of the United States (collectively, the LNI BD Affiliates) send their clients orders in U.S. symbols to LNI for execution. Orders sent by the LNI BD Affiliates to LNI may be routed to and receive executions in the H2O ATS. The LNI BD Affiliates do not have their own MPIDs. 1. Liquidnet Asia Limited - broker-dealer, agency, no MPID. 2. Liquidnet Australia Pty Ltd. - broker-dealer, agency, no MPID. 3. Liquidnet Canada Inc. - broker-dealer, agency, no MPID. 4. Liquidnet Europe Limited - broker-dealer, agency, no MPID. 5. Liquidnet Japan Inc. - broker-dealer, agency, no MPID. 6. Liquidnet Singapore Pte Ltd - broker-dealer, agency, no MPID. 7. TP ICAP Europe SA - broker-dealer, agency, no MPID. TP ICAP Global Markets Americas LLC (TPIGMA) is an affiliated broker-dealer registered with the SEC and FINRA and may route orders on an agency basis to the H2O ATS as a liquidity partner (LP) (see definition of Liquidity Partners in Item 2b of Part III), with the same access to liquidity and functionality as any third-party LP. TPIGMAs MPIDs are GARC, PATR, PBON, PFPI, and TPFS. The foreign LNI BD Affiliates identified above may similarly onboard TP ICAP Group foreign securities dealers as LPs in their respective regions.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of all liquidity partners that participate on the system. Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to prospective Members and customers, regardless of whether the parties to the trade have opted-in to external advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Advertising for a trade consists of the symbol, quantity and date for the trade. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to the dateopted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of all liquidity partners that participate on the system. Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to prospective Members and customers, regardless of whether the parties to the trade have opted-in to external advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Advertising for a trade consists of the symbol, quantity and date for the trade. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to the dateopted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of liquidity partners (LPs) that access the system via their own or third-party routing infrastructure/algos (known as external LPs). Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific, external LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted-in to external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Community advertising for a trade consists of the symbol, quantity, date and price for the trade. External advertising of a trade through Bloomberg consist of the symbol, quantity and date for the trade, but not the price. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific execution data to Members, customers, LPs and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and LPs and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to the dateopted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of all liquidity partners that participate on the system. Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted-in to external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Community advertising for a trade consists of the symbol, quantity and date for the trade. External advertising of a trade through Bloomberg consist of the symbol, quantity and date for the trade, but not the price. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific execution data to Members, customers, LPs and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and LPs and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to the dateopted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the H2O ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized, or otherwise presented in a way that does not reveal a Participant of the H2O ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. LNI makes available to all Members and Customers a list of LPs that access the System via their own or third-party routing infrastructure/algos (known as external LPs). LNI provides this list to Members and Customers upon request. The reason for providing this list is to allow Members and Customers the option to block interaction with specific, external LPs. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display Participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to Participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to Participants relating to their own trading activity LNI may provide to Members, Customers and LPs information regarding their own equity orders, including, but not limited to, (i) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the LNI desktop application. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with CTI a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: *Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists; *Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures; *Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification is available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and indication information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of Customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. System access controls LNI has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to Participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the CTI. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to prospective Members and customers, regardless of whether the parties to the trade have opted-in to external advertising. Liquidnet Capital Markets customers LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Advertising for a trade consists of the symbol, price, quantity and date for the trade. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Changes to Transparency Controls The information in this Form ATS-N filing reflects changes to Liquidnet Transparency Controls that LNI expects to implement within 30 days after the effective date of this Form ATS-N filing. LNI will provide advance notice to all participants of the effective date for these changes. The following is a description of how the changes to Liquidnet Transparency Controls relating to data usage impact Members and customers that made elections through Liquidnet Transparency Controls prior to the date of the planned changes: * For Liquidnet community advertising, existing Members and customers will be defaulted to the shorter time delay of their existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers will be defaulted to intra-day external advertising if they are currently opted-in to end-of-day Bloomberg advertising and will be defaulted to off for external advertising if they are currently opted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of this report is to assist participants in assessing the impact of Liquidnet functionality on execution quality. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; or sale of stock acquired prior to employment by Liquidnet). Liquidnet prohibits participation in initial public offerings as well as trading of equity options and other equity derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. C. Order and trading information Intra-day execution alerts through Liquidnet 5 Members and buy-side customers elect whether LNI can report their trades through Liquidnet 5 intra-day. A report for a trade consists of the symbol, price, quantity and date for the trade. Since only Members have access to Liquidnet 5, only Members can view these reports. Any Member can view these reports but only if the Member has transmitted an indication to LNI in the applicable symbol during that day and the Member has opted-in to this service (i.e., LNI reporting the participants trades through Liquidnet 5 intra-day) through Liquidnet Transparency Controls. Other participants (Liquidnet Capital Markets customers) cannot opt-out from having their trades included in these alerts. Historical execution alerts through Liquidnet 5 Members and buy-side customers elect whether LNI can report their trades through Liquidnet 5 during the period between T+1 and T+5. A report for a trade consists of the symbol, price, quantity and date for the trade. Since only Members have access to Liquidnet 5, only Members can view these reports. Any Member can view these reports but only if the Member has opted-in to this service (i.e., LNI reporting the participants trades through Liquidnet 5 during the period between T+1 and T+5) through Liquidnet Transparency Controls. Other participants (Liquidnet Capital Markets customers) cannot opt-out from having their trades included in these alerts. End-of-day Bloomberg advertising LNI aggregates its daily aggregated volume in individual stocks through Bloomberg for posting after the close of trading. A Member or buy-side customer can choose, via Liquidnet Transparency Controls, whether or not to have its firms executions included within this daily aggregated advertising through Bloomberg. Executions involving a Liquidnet Capital Markets customer are excluded from this daily aggregated advertising. Execution reporting by LNI personnel LNI sales and trading personnel can disclose historical symbol-specific execution data to attract additional block liquidity from existing participants and to attract prospective participants. However, LNI does not disclose symbol-specific execution data between trade date and T+20 unless each Member or buy-side customer that is party to the trade has opted in to such usage through Liquidnet Transparency Controls. Execution data on or prior to T+20 can only be disclosed to Members and buy-side customers. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of this report is to assist participants in assessing the impact of Liquidnet functionality on execution quality. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; or sale of stock acquired prior to employment by Liquidnet). Liquidnet prohibits participation in initial public offerings as well as trading of equity options and other equity derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders (including match status) transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. A. Identity of participants LNI maintains the anonymity of all Members and customers. B. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades. Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted out of external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exception: * Transition managers can make elections through Liquidnet Transparency Controls LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific order and execution data to Members, customers, and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. After T+20, sales and trading personnel can also disclose symbol-specific order information to Members, customers and prospective Members and customers. For example, sales and trading personnel may share algo order information to demonstrate the performance characteristics of Liquidnets algo strategies. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. C. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders (including match status) transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of Participants LNI maintains the anonymity of all Members and customers. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades. Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted out of external or community trade advertising. Brokers By default, brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exception: * Transition managers can make elections through Liquidnet Transparency Controls Additional detail on trade advertising Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific order and execution data to Members, customers, and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. After T+20, sales and trading personnel can also disclose symbol-specific order information to Members, customers and prospective Members and customers. For example, sales and trading personnel may share algo order information to demonstrate the performance characteristics of Liquidnets algo strategies. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the System and add to our liquidity pool. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management process. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review The Liquidnet Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer and Liquidity Partner confidential transaction information. The Policy is applicable to all Liquidnet employees in the US, including those employees who possess FINRA-registered licenses maintained by Liquidnet (Covered Persons). Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose and receive pre-approval of their Covered Accounts from the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). The Liquidnet Compliance Department uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with Liquidnet policies related to employee trading. The minimum holding period for Covered Persons is not required for transactions that have been pre-cleared by the Compliance Department. Liquidnet requires Covered Persons to provide confirmations and statements within the third-party software product maintained by the Compliance Department. Covered Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to prospective Members and customers, regardless of whether the parties to the trade have opted-in to external advertising. Liquidnet Capital Markets customers LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Advertising for a trade consists of the symbol, quantity and date for the trade. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to that date opted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of this report is to assist participants in assessing the impact of Liquidnet functionality on execution quality. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the Negotiation ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized, or otherwise presented in a way that does not reveal a Participant of the Negotiation ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the Negotiation ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to participants relating to their own trading activity LNI may provide to Members and Customers information regarding their own equity orders, including, but not limited to, (a) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the LNI desktop application. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with confidential trading information a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: *Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists; *Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures; *Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management process. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and indication information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 12. System access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. 13. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 14. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the Negotiation ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized, or otherwise presented in a way that does not reveal a Participant of the Negotiation ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the Negotiation ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to participants relating to their own trading activity LNI may provide to Members and Customers information regarding their own equity orders, including, but not limited to, (a) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet 5. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with confidential trading information a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: *Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists; *Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures; *Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management process. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and indication information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 12. System access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. 13. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 14. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 15. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the H2O ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized, or otherwise presented in a way that does not reveal a Participant of the H2O ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. LNI makes available to all Members and Customers a list of LPs that access the System via their own or third-party routing infrastructure/algos (known as external LPs). LNI provides this list to Members and Customers upon request. The reason for providing this list is to allow Members and Customers the option to block interaction with specific, external LPs. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display Participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to Participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to Participants relating to their own trading activity LNI may provide to Members, Customers and LPs information regarding their own equity orders, including, but not limited to, (i) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet 5. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with CTI a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: *Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists; *Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures; *Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification is available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and indication information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of Customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. System access controls LNI has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to Participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the CTI. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the H2O ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized or otherwise presented in a way that does not reveal a Participant of the H2O ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. LNI makes available to all Members and Customers a list of LPs that access the System via their own or third-party routing infrastructure/algos (known as external LPs). LNI provides this list to Members and Customers upon request. The reason for providing this list is to allow Members and Customers the option to block interaction with specific, external LPs. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display Participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to Participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to Participants relating to their own trading activity LNI may provide to Members, Customers and LPs information regarding their own equity orders, including, but not limited to, (i) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet 5. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with CTI a request must be placed through a third-party software tool (or formally documented for batch updates) in addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: *Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists; *Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures; *Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification is available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and indication information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of Customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. System access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to Participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the CTI. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders (including match status) transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of liquidity partners (LPs) that access the system via their own or third-party routing infrastructure/algos (known as external LPs). Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific, external LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades. Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted out of external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific order and execution data to Members, customers, LPs and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and LPs and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. After T+20, sales and trading personnel can also disclose symbol-specific order information to Members, customers and prospective Members and customers. For example, sales and trading personnel may share algo order information to demonstrate the performance characteristics of Liquidnets algo strategies. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review The Liquidnet Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer and Liquidity Partner confidential transaction information. The Policy is applicable to all Liquidnet employees in the US, including those employees who possess FINRA-registered licenses maintained by Liquidnet (Covered Persons). Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose and receive pre-approval of their Covered Accounts from the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following; equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). The Liquidnet Compliance Department uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with Liquidnet policies related to employee trading. The minimum holding period for Covered Persons is not required for transactions that have been pre-cleared by the Compliance Department. Liquidnet requires Covered Persons to provide confirmations and statements within the third-party software product maintained by the Compliance Department. Covered Employees who violate Liquidnet's employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the Negotiation ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized, or otherwise presented in a way that does not reveal a Participant of the Negotiation ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the Negotiation ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to participants relating to their own trading activity LNI may provide to Members and Customers information regarding their own equity orders, including, but not limited to, (a) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet 5. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with confidential trading information a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: *Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists; *Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures; *Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management process. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and indication information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. System access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to prospective Members and customers, regardless of whether the parties to the trade have opted-in to external advertising. Liquidnet Capital Markets customers LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Advertising for a trade consists of the symbol, quantity and date for the trade. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to that date opted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of this report is to assist participants in assessing the impact of Liquidnet functionality on execution quality. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders (including match status) transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of liquidity partners (LPs) that access the system via their own or third-party routing infrastructure/algos (known as external LPs). Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific, external LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades. Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted out of external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific order and execution data to Members, customers, LPs and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and LPs and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. After T+20, sales and trading personnel can also disclose symbol-specific order information to Members, customers and prospective Members and customers. For example, sales and trading personnel may share algo order information to demonstrate the performance characteristics of Liquidnets algo strategies. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the Negotiation ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs, or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized or otherwise presented in a way that does not reveal a Participant of the Negotiation ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the Negotiation ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to participants relating to their own trading activity LNI may provide to Members and Customers information regarding their own equity orders, including, but not limited to, (a) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet Application. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with confidential trading information a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: A. Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists. B, Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures. C. Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management process. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and IOI information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. Negotiation ATS access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of all liquidity partners that participate on the system. Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted-in to external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Community advertising for a trade consists of the symbol, quantity, date and price for the trade. External advertising of a trade through Bloomberg consist of the symbol, quantity and date for the trade, but not the price. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific execution data to Members, customers, LPs and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and LPs and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to the dateopted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders (including match status) transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. A. Identity of participants LNI maintains the anonymity of all Members and customers. B. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades. Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted out of external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exception: * Transition managers can make elections through Liquidnet Transparency Controls LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific order and execution data to Members, customers, and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. After T+20, sales and trading personnel can also disclose symbol-specific order information to Members, customers and prospective Members and customers. For example, sales and trading personnel may share algo order information to demonstrate the performance characteristics of Liquidnets algo strategies. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. C. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review The Liquidnet Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer and Liquidity Partner confidential transaction information. The Policy is applicable to all Liquidnet employees in the US, including those employees who possess FINRA-registered licenses maintained by Liquidnet (Covered Persons). Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose and receive pre-approval of their Covered Accounts from the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following; equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). The Liquidnet Compliance Department uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with Liquidnet policies related to employee trading. The minimum holding period for Covered Persons is not required for transactions that have been pre-cleared by the Compliance Department. Liquidnet requires Covered Persons to provide confirmations and statements within the third-party software product maintained by the Compliance Department. Covered Employees who violate Liquidnet's employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the H2O ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized or otherwise presented in a way that does not reveal a Participant of the H2O ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. LNI makes available to all Members and Customers a list of LPs that access the H2O ATS via their own or third-party routing infrastructure/algos (known as external LPs). LNI provides this list to Members and Customers upon request. The reason for providing this list is to allow Members and Customers the option to block interaction with specific, external LPs. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display Participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to Participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to Participants relating to their own trading activity LNI may provide to Members, Customers and LPs information regarding their own equity orders, including, but not limited to, (i) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet Application. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with CTI a request must be placed through a third-party software tool (or formally documented for batch updates) in addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: A. Monthly user delta reviews: A review of user changes made to role-based groups is completed and compared vs joiner, movers and leaver lists. B. Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures. C. Quarterly Role Owner Approval of all Users: A formal review is conducted quarterly of all users within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification is available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and IOI information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of Customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. H20 ATS access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to Participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the CTI. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the Negotiation ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs, or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized or otherwise presented in a way that does not reveal a Participant of the Negotiation ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the Negotiation ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display Participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to Participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to Participants relating to their own trading activity LNI may provide to Members and Customers information regarding their own equity orders, including, but not limited to, (a) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet Application. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with confidential trading information a request must be placed through a third-party software tool (or formally documented for batch updates) for addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: A. Monthly Patricipant delta reviews: A review of Participant changes made to role-based groups is completed and compared vs joiner, movers and leaver lists. B, Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures. C. Quarterly Role Owner Approval of all Participants: A formal review is conducted quarterly of all Participants within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management process. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining, and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and IOI information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. Negotiation ATS access controls LNI has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to our Participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the Participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

1. Background LNI maintains policies and standards designed to limit sharing of LNI clients CTI with only those who have a need to know such information in order to perform their job functions. These policies and standards also apply to LNI personnel and shared personnel involved in the operation of the H2O ATS or responsible for the ATSs compliance with applicable laws. As noted in Part II, Item 6, any information regarding a Participants identity, orders, IOIs , or executions related to that Participant is considered CTI. LNI does not consider post-trade information that is aggregated and anonymized or otherwise presented in a way that does not reveal a Participant of the H2O ATS to be CTI. 2. Identity of Participants LNI maintains the anonymity of all Members and Customers. LNI makes available to all Members and Customers a list of LPs that access the H2O ATS via their own or third-party routing infrastructure/algos (known as external LPs). LNI provides this list to Members and Customers upon request. The reason for providing this list is to allow Members and Customers the option to block interaction with specific, external LPs. 3. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display Participant-specific risk management data in a graphical manner to LNI support personnel. 4. Disclosure of aggregated data LNI discloses certain aggregated trading data to Participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). 5. Reports to Participants relating to their own trading activity LNI may provide to Members, Customers and LPs information regarding their own equity orders, including, but not limited to, (i) order details, consisting of order time, quantity, symbol, side, order type and limit price (if applicable), (ii) match details, consisting of match quantity, match duration, firm-up details, success rates, contra category type, match break reasons, and potential match analysis and (iii) execution details, consisting of time and quantity of any execution and whether the execution resulted from a targeted invitation. Additionally, to assist Members in conducting analysis of LNI as an execution venue and to address concerns raised by Members relating to system usage, LNI can provide a report containing information that was previously visible to a trader at the Member firm through the Liquidnet Application. The data in these reports can be symbol-specific and can include, but not limited to, the time of a match, broker block notification, or targeted invitation notification and the actions taken by the Member and the contra (to the extent previously visible to a trader at the Member firm). LNIs automated routing customers (or their respective service providers) transmitting algo orders (including conditional orders) may receive electronic notification in real-time of the matching of an algo order with an available contra. 6. Access to internal applications LNI has implemented procedures for employees requesting access to applications that contain CTI. For an employee to be granted access to an application with CTI a request must be placed through a third-party software tool (or formally documented for batch updates) in addition to a role-based group which includes approved applications and data access for that roles job responsibilities. This request is then approved by the role owner/supervisor prior to access being granted. All applications with CTI are integrated or reviewed on a regular basis against these role-based groups and tested on a regular frequency to ensure compliance. LNI then performs regular access reviews utilizing several key processes governed by LNIs Transparency Working Group, including: A. Monthly Participantdelta reviews: A review of Participant changes made to role-based groups is completed and compared vs joiner, movers and leaver lists. B. Quarterly Visibility Matrix review: Data access permission of each role is validated quarterly to ensure adherence with regulations and disclosures. C. Quarterly Role Owner Approval of all Participants: A formal review is conducted quarterly of all Participants within each role by the role owner/supervisor. Any exceptions must be explained/escalated/approved by senior management or access will be immediately removed. 7. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, LNI engages an outside auditor to assess the suitability and implementation of LNIs information security controls. This assessment includes a review of LNIs processes and procedures for protecting the confidentiality of CTI. The report of this assessment (called an SSAE18 SOC2 assessment) is available to Participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. LNI also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. LNI engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. LNIs ISO 27001 certification is available to Participants upon request. 8. Employee trading policies and review The LNI Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP CTI. The Policy is applicable to all LNI employees in the US, including those employees who possess FINRA-registered licenses maintained by LNI (Covered Persons). Covered Persons are divided between Access Employees and Non-Access Employees. An Access Employee is defined as a Covered Person who has visibility into Member, Customer, or LP real-time order, execution, and IOI information as part of their daily responsibility. Access Employees are subject to the additional requirements set forth below. A Non-Access Employees includes anyone outside of the Access Employee definition. Non-Access Employees are subject to the requirements of this Policy forth below. Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose their Covered Accounts to the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Access Employees must obtain approval from their manager prior to placing orders in equity securities, equity derivatives and ETFs and must attest to not being in possession of CTI. Non-Access will complete on an annual basis a certification affirming compliance with the Policy. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following: equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). LNI uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with LNI policies related to employee trading. Covered Persons are subject to a ten-day holding period for all equity single stock(s) and equity derivative transactions executed in their respective Personal Accounts. This 10-day holding period will not apply to transactions in ETFs or any other securities transaction(s) or other Financial Instrument as defined in the Policy. Covered Employees who violate LNIs employee trading policies are subject to sanction, including potential termination of employment. 9. E-mail, IM and correspondence review LNI has policies for review of email, IM and other correspondence sent by registered LNI employees. These reviews, which are conducted by LNIs business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of Customer information in violation of LNI firm policy. LNI maintains a record of all email, IM and other correspondence sent and received; these records are available for review by LNI personnel as required in response to a regulatory inquiry or in connection with an internal review. 10. Supervisory process LNI supervisory personnel are required to certify on a monthly basis that any use of Participant data within the supervisors business unit is in compliance with LNI firm policy. LNI personnel are only permitted to use Participant data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. 11. H20 ATS access controls LNI has instituted technological controls on access to trading information, including username and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party and included in an SSAE18 report and ISO 27001 certification, which are available to Participants and regulators. 12. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the Information Security department should confidential information be detected in these communication channels. 13. Firewall and IDS protection LNIs external network perimeters are protected by firewalls and intrusion detection systems. LNI engages a third-party consultant to perform annual external network security assessments. 14. Liquidnet Transparency Controls LNI makes available to Members and Customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and Customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and Customers use the tool to make elections relating to certain liquidity sources and products and services that access the CTI. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of all liquidity partners that participate on the system. Participants can access this list through a password- protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific LPs. C. Order and trading information Intra-day execution alerts through Liquidnet 5 Members and buy-side customers elect whether LNI can report their trades through Liquidnet 5 intra-day. A report for a trade consists of the symbol, price, quantity and date for the trade. Since only Members have access to Liquidnet 5, only Members can view these reports. Any Member can view these reports but only if the Member has transmitted an indication to LNI in the applicable symbol during that day and the Member has opted-in to this service (i.e., LNI reporting the participant's trades through Liquidnet 5 intra- day) through Liquidnet Transparency Controls. Other participants (brokers and Liquidnet Capital Markets customers) cannot opt-out from having their trades included in these alerts. Historical execution alerts through Liquidnet 5 Members and buy-side customers elect whether LNI can report their trades through Liquidnet 5 during the period between T+1 and T+5. A report for a trade consists of the symbol, price, quantity and date for the trade. Since only Members have access to Liquidnet 5, only Members can view these reports. Any Member can view these reports but only if the Member has opted-in to this service (i.e., LNI reporting the participant's trades through Liquidnet 5 during the period between T+1 and T+5) through Liquidnet Transparency Controls. Other participants (brokers and Liquidnet Capital Markets customers) cannot opt- out from having their trades included in these alerts. End-of-day Bloomberg advertising LNI aggregates its daily aggregated volume in individual stocks through Bloomberg for posting after the close of trading. A Member or buy-side customer can choose, via Liquidnet Transparency Controls, whether or not to have its firm's executions included within this daily aggregated advertising through Bloomberg. Brokers cannot elect to exclude their executions from this daily aggregated advertising. Executions involving a Liquidnet Capital Markets customer are excluded from this daily aggregated advertising. Execution reporting by LNI personnel LNI sales and trading personnel can disclose historical symbol-specific execution data to attract additional block liquidity from existing participants and to attract prospective participants. However, LNI does not disclose symbol-specific execution data between trade date and T+20 unless each Member or buy-side customer that is party to the trade has opted in to such usage through Liquidnet Transparency Controls. Execution data on or prior to T+20 can only be disclosed to Members and buy-side customers. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNI's clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnet's Security and Risk Management ('sRM") group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employee's access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the manager's group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnet's information security controls. This assessment includes a review of Liquidnet's processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. 'sSAE" is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organization's information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to "provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system." Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnet's ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; or sale of stock acquired prior to employment by Liquidnet). Liquidnet prohibits participation in initial public offerings as well as trading of equity options and other equity derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnet's Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnet's policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnet's trading policies; for confirmations and statements received by mail, Liquidnet's Compliance Department personnel monitor for compliance with Liquidnet's trading policies. Employees who violate Liquidnet's employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnet's business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisor's business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnet's Security and Risk Management ('sRM") Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnet's information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnet's offices are equipped with keycard access controls and video surveillance. Liquidnet's data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnet's external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participant's trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the Negotiation ATS may consist of: * The identity of participants * Orders transmitted to the Negotiation ATS by or on behalf of a participant * Trades executed in the Negotiation ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and customers, regardless of whether the parties to the trade have opted-in to external or community trade advertising. Brokers and Liquidnet Capital Markets customers By default, brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exception: * Transition managers can make elections through Liquidnet Transparency Controls . LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Community advertising for a trade consists of the symbol, quantity, date and price for the trade. External advertising of a trade through Bloomberg consist of the symbol, quantity and date for the trade, but not the price. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Upon request by a Member or customer, Liquidnet, in its sole discretion, can exclude the Members or customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific execution data to Members, customers, and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, customers and prospective Members and customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the system and add to our liquidity pool. Changes to Transparency Controls Liquidnet implemented changes to Transparency Controls on April 6, 2020. The following is a description of how the April 6, 2020 changes to Liquidnet Transparency Controls relating to data usage impacted Members and customers that had made elections through Liquidnet Transparency Controls prior to that date: * For Liquidnet community advertising, existing Members and customers were defaulted to the shorter time delay of their then existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers were defaulted to intra-day external advertising if they were prior to that date opted-in to end-of-day Bloomberg advertising and were defaulted to off for external advertising if they were prior to the date opted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the Negotiation ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; sale of stock acquired prior to employment by Liquidnet; and Direct Stock Purchase Plans). Liquidnet prohibits participation in initial public offerings as well as trading of individual stock options and other individual stock derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and customers. LNI makes available to all participants a list of all liquidity partners that participate on the system. Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and customers the option to block interaction with specific LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and customers and Member and customer chat rooms. By default, Members and customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day Liquidnet community advertising of their trades and instead opt-in to one of the following: end-of-day community advertising; or community advertising on T+21 (21 trading days after trade date). Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and customers can view other types of community trade advertising. LNI may restrict a Member or customer from viewing community trade advertising based on the Members or customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and customers. External trade advertising includes Bloomberg advertising. By default, Members and customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and customers can opt-out of intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. After T+20, LNI can disclose executed trades to prospective Members and customers, regardless of whether the parties to the trade have opted-in to external advertising. Brokers and Liquidnet Capital Markets customers By default, liquidity partners and brokers that participate as customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a liquidity partner through a participant identifier that only permits principal orders, the liquidity partner can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. Liquidity partners can request either of these alternatives by contacting their trading coverage. LNI defaults Liquidnet Capital Markets (LCM) customers to intra-day community and external advertising. LCM customers cannot opt-out from intra-day community advertising. LCM customers can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LCM customers do not have access to Liquidnet Transparency Controls. LCM customers can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Trade advertising is restricted if the Transparency Controls setting of either or both parties to the trade would restrict that advertising. For both Liquidnet community and external advertising, an advertising time threshold permits advertising any time at or after that threshold. For example, electing end-of-day advertising permits advertising end-of-day and T+1 and after. Advertising for a trade consists of the symbol, price, quantity and date for the trade. A participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. For example, if a participant is opted-in to end-of-day external advertising, a participant can only elect intra-day or end-of-day Liquidnet community advertising. Changes to Transparency Controls The information in this Form ATS-N filing reflects changes to Liquidnet Transparency Controls that LNI expects to implement within 30 days after the effective date of this Form ATS-N filing. LNI will provide advance notice to all participants of the effective date for these changes. The following is a description of how the changes to Liquidnet Transparency Controls relating to data usage impact Members and customers that made elections through Liquidnet Transparency Controls prior to the date of the planned changes: * For Liquidnet community advertising, existing Members and customers will be defaulted to the shorter time delay of their existing Transparency Controls settings for Liquidnet Desktop and Account Servicing Personnel Advertising, except that a participants time delay for Liquidnet community advertising cannot be longer than its time delay for external advertising. *Existing Member and customers will be defaulted to intra-day external advertising if they are currently opted-in to end-of-day Bloomberg advertising and will be defaulted to off for external advertising if they are currently opted-out from end-of-day Bloomberg advertising. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol-specific. Aggregated data is broken out by one or more of the following categories: sector; index; and market cap category (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. As a second example, upon request, LNI provides to a participant on T+1 a report that includes all orders created by the participant the prior trading day and, for each order, whether at least one Member received a targeted invitation and whether there was a resulting execution. The purpose of these two reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets Security and Risk Management (SRM) group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review Liquidnet requires all employees to report their brokerage accounts to the Compliance Department. Liquidnet prohibits employees from trading individual equities, subject to certain exceptions (for example, trading in an account managed by a third-party; or sale of stock acquired prior to employment by Liquidnet). Liquidnet prohibits participation in initial public offerings as well as trading of equity options and other equity derivatives. Liquidnet permits trading in ETFs but requires a minimum holding period. Liquidnets Compliance Department uses a third-party software product to assist in monitoring for employee compliance with Liquidnets policies related to employee trading. Liquidnet requires employees to provide confirmations and statements for their equity and ETF trading accounts. For confirmations and statements received electronically through the third-party software product, the third-party software product validates compliance with Liquidnets trading policies; for confirmations and statements received by mail, Liquidnets Compliance Department personnel monitor for compliance with Liquidnets trading policies. Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management department Liquidnets Security and Risk Management (SRM) Department has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

compliance_officer

A. General Confidential trading information of participants of the H2O ATS may consist of: * The identity of participants * Orders (including match status) transmitted to the H2O ATS by or on behalf of a participant * Trades executed in the H2O ATS by a participant. In the response to Item 7.d. of this Part III, we describe the access to these categories of information by Liquidnet employees and on-site consultants. In this response we address the following topics: * External disclosure of identity of participants * External disclosure of order and trading information * Controls and procedures relating to access to and use and disclosure of trading information. B. Identity of participants LNI maintains the anonymity of all Members and Customers. LNI makes available to all participants a list of LPs that access the System via their own or third-party routing infrastructure/algos (known as external LPs). Participants can access this list through a password-protected website for participants that LNI maintains. LNI also provides this list to participants upon request. The reason for providing this list is to allow Members and Customers the option to block interaction with specific, external LPs. C. Order and trading information Liquidnet community trade advertising Community trade advertising refers to any trade advertising that is limited to Members and Customers. Examples of community trade advertising are advertising through Liquidnet 5, Liquidnet sales coverage, third-party EMSs and OMSs of Members and Customers and Member and Customer chat rooms. By default, Members and Customers are opted-in to intra-day (including real-time) Liquidnet community advertising of their trades. Through Liquidnet Transparency Controls, Members and Customers can opt-out of intra-day Liquidnet community advertising of their trades. Since only Members have access to Liquidnet 5, only Members can view trade advertising through Liquidnet 5, but Members and Customers can view other types of community trade advertising. LNI may restrict a Member or Customer from viewing community trade advertising based on the Members or Customers Transparency Controls elections. External trade advertising External trade advertising refers to any trade advertising that is not limited to existing and prospective Liquidnet Members and Customers. External trade advertising includes Bloomberg advertising. By default, Members and Customers are opted-in to intra-day (including real-time) external advertising of their trades. Through Liquidnet Transparency Controls, Members and Customers can opt-out of intra-day external advertising. After T+20, LNI can disclose executed trades to current and prospective Members and Customers, regardless of whether the parties to the trade have opted out of external or community trade advertising. Brokers By default, LPs and brokers that participate as Customers cannot make elections through Liquidnet Transparency Controls and cannot opt-out from intra-day Liquidnet community and external advertising, subject to the following exceptions: * Transition managers can make elections through Liquidnet Transparency Controls * For orders transmitted by a LP through a participant identifier that only permits principal orders, the LP can opt-out from intra-day external advertising and instead opt-in to end-of-day external advertising or opt-out of external advertising. LP can request either of these alternatives by contacting their trading coverage. Additional detail on trade advertising Upon request by a Member or Customer, Liquidnet, in its sole discretion, can exclude the Members or Customers trades from all Liquidnet trade advertising, including symbol-level and aggregated (not symbol-specific) advertising. This exclusion does not apply to any trade advertising that is required by the rules of a governmental or regulatory organization. Reporting symbol-specific order and execution data to Members, Customers, LPs and prospects to attract block liquidity Liquidnet sales and trading personnel can disclose symbol-specific execution data to Members, Customers, and LPs and prospective Members and Customers if either of the following applies: * External trade advertising is permitted for the trade based on the rules set forth above; or * After T+20. Disclosing symbol-specific execution data to existing Members and customers is permitted based on the rules for community trade advertising set forth above. After T+20, sales and trading personnel can also disclose symbol-specific order information to Members, customers and prospective Members and customers. For example, sales and trading personnel may share algo order information to demonstrate the performance characteristics of Liquidnets algo strategies. The purpose for this activity includes supporting existing participants, attracting additional liquidity from existing participants, and attracting additional participants to join the System and add to our liquidity pool. Disclosure to 3rd-party vendors LNI discloses execution data to certain 3rd-party vendors that provide services to the H2O ATS and are subject to contractual non-disclosure obligations. Examples of these vendors are LNIs clearing firm and a vendor that has developed software to display participant-specific risk management data in a graphical manner to Liquidnet support personnel. Disclosure of aggregated data LNI discloses certain aggregated trading data to participants and other third-parties. Aggregated data is not symbol specific. Aggregated data may be broken out by one or more categories, including but not limited to: sector; index; and market cap (micro, small, mid and large). Reports to participants relating to their own trading activity LNI provides certain reports to participants relating to their own trading activity. For example, LNI, upon request, provides a report to LPs showing the number of their orders or shares for which a broker block notification was provided to at least one Member with a matching contra-indication and the number of executions and executed shares resulting from these notifications. The purpose of the reports is to assist participants in assessing the impact of Liquidnet functionality on execution quality. Notification whether contra was an LP LNI can notify a Member or buy-side customer whether the contra for any execution by the Member or Customer was an LP. D. Controls and procedures relating to trading information Liquidnet has implemented various safeguards and procedures to protect the confidential trading information of participants in the H2O ATS. This response provides a summary of these procedures. Access to internal applications Liquidnet has implemented procedures for employees requesting access to applications that contain confidential participant information. An employee requesting access to an application that contains confidential participant information must request approval from his or her manager. If the manager approves the request, the manager must notify the gatekeeper for the application, as designated by Liquidnet. The gatekeeper manages access entitlements for the relevant application. The gatekeeper must notify Liquidnets SRM group. The manager must provide an explanation for any requested access. A manager cannot approve an access request unless the manager determines that: (i) the employee requires the requested access for the performance of his or her responsibilities on behalf of Liquidnet; (ii) providing the requested access will not adversely impact one or more Liquidnet participants; and (iii) Liquidnet has provided disclosure to its participants that would cover the requested access. SRM must sign-off on any new access entitlements. Compliance conducts oversight of this process. An employees access to an application continues until terminated by Liquidnet. SRM manages a process that involves the periodic review by each manager of the current access entitlements of the employees in the managers group to verify that existing authorizations are still appropriate. Annual SSAE18 SOC2 and ISO 27001 assessments Each year, Liquidnet engages an outside auditor to assess the suitability and implementation of Liquidnets information security controls. This assessment includes a review of Liquidnets processes and procedures for protecting the confidentiality of participant trading information. The report of this assessment (called an SSAE18 SOC2 assessment) is posted on the Liquidnet Member website and available to our participants at any time. Liquidnet also provides a copy of the assessment to participants upon request. SSAE is the Statement on Standards for Attestation Engagements, which is overseen by The American Institute of Certified Public Accountants (AICPA) and more specifically the Auditing Standards Board (ASB). The SOC 2 report evaluates the business information systems that relate to security, availability, processing integrity, confidentiality and privacy. Liquidnet also obtains an annual ISO 27001 certification. ISO 27001 is a framework of policies and procedures that includes all legal, physical and technical controls involved in an organizations information risk management processes. According to the ISO 27001 documentation, ISO 27001 was developed to provide a model for establishing, implementing, operating, monitoring, reviewing, maintaining and improving an information security management system. Organizations can become ISO 27001 certified by undergoing a third-party assessment by an accredited auditor. Liquidnet engages an outside auditor to confirm that it has implemented information security compliant with ISO 27001. Liquidnets ISO 27001 certification is posted on the Liquidnet participant website and available to our participants at any time. Liquidnet also provides a copy of the certification to participants upon request. Employee trading policies and review The Liquidnet Employee Trading Policy (the Policy) is designed to protect against trading on Member, Customer, and LP confidential transaction information. The Policy is applicable to all Liquidnet employees in the US, including those employees who possess FINRA-registered licenses maintained by Liquidnet (Covered Persons). Covered Persons are permitted to maintain their personal brokerage accounts - and other related (i.e. IRA and ERISA) accounts, (Covered Accounts) with a third-party broker, subject to the requirements and restrictions set forth in the Policy. All Covered Persons are required to disclose and receive pre-approval of their Covered Accounts from the Compliance Department, and provide duplicate transaction confirmations, and if required, duplicate account statements. Prior to the establishment of a Covered Account with a third-party broker, a Covered Person is required to obtain approval from the Compliance Department. A Covered Person is permitted to buy and sell the following; equity securities, equity derivatives and ETFs in a Covered Account. Covered persons are prohibited from participating in Initial Public Offerings (IPOs). The Liquidnet Compliance Department uses a third-party software product to facilitate disclosure and pre-approval of Covered Accounts and pre-clearance of transaction requests, and to assist in monitoring for compliance with Liquidnet policies related to employee trading. The minimum holding period for Covered Persons is not required for transactions that have been pre-cleared by the Compliance Department. Liquidnet requires Covered Persons to provide confirmations and statements within the third-party software product maintained by the Compliance Department. Covered Employees who violate Liquidnets employee trading policies are subject to sanction, including potential termination of employment. E-mail, IM and correspondence review Liquidnet has policies for review of email, IM and other correspondence sent by registered Liquidnet employees. These reviews, which are conducted by Liquidnets business managers (with oversight by Compliance), include a review for any communications that could evidence misuse of Customer information in violation of Liquidnet firm policy. Liquidnet maintains a record of all email, IM and other correspondence sent and received; these records are available for review by Liquidnet personnel as required in response to a regulatory inquiry or in connection with an internal review. Supervisory process Liquidnet supervisory personnel are required to certify on a monthly basis that any use of Customer data within the supervisors business unit is in compliance with Liquidnet firm policy. Liquidnet personnel are only permitted to use Customer data for the purpose of performing their respective business functions as described in the response to Item 7.d. of this Part II. Trading Rules and Order Handling Q&A The Liquidnet Trading Rules describe the various job functions within Liquidnet and the permitted access to and use of trading data by the employees performing each job function. Liquidnet employees are made aware of and required to comply with any limitations on access set forth in the Trading Rules. Such limitations are described in the response to Item 7.d. of this Part II. Supervisory personnel are required to monitor for compliance with these access limitations. These restrictions also are set forth in the Order Handling Q&A document, which Liquidnet updates on a quarterly basis and makes available to all participants. Security and risk management group The SRM group has responsibility for security and risk management functions at Liquidnet, which includes maintaining the security of Customer trading information. Pre-employment screening Liquidnet conducts a pre-employment screening of employees for inconsistencies in application and resume information. After an offer is accepted, a criminal background screening may be conducted, subject to compliance with regulatory restrictions. All registered representatives must consent to a Pre-Registration Review. Training and security awareness SRM conducts onboarding and ongoing training for employees in Liquidnets information security policies and best practices. System access controls Liquidnet has instituted technological controls on access to trading information, including user name and password controls, secure remote access with two-factor authentication, access control lists on systems and networks, and network segmentation. These controls are evaluated on an annual basis by an external party, and included in an SSAE18 report and ISO 27001 certification, which are available to our participants and regulators. Keycard controls and video surveillance Liquidnets offices are equipped with keycard access controls and video surveillance. Liquidnets data centers are protected with a combination of keycard, biometric and video surveillance systems. Monitoring of data transmission All e-mail, web traffic and information copied to removable storage is monitored by a data leakage protection system, which provides alerts to the SRM Department should confidential information be detected in these communication channels. Firewall and IDS protection Liquidnets external network perimeters are protected by firewalls and intrusion detection systems. Liquidnet engages a third-party consultant to perform annual external network security assessments. Liquidnet Transparency Controls Liquidnet makes available to Members and buy-side customers a web-based system known as Liquidnet Transparency Controls. Liquidnet Transparency Controls allows Members and buy-side customers to view details about the liquidity sources with which they interact and the products and services they participate in that utilize their trading information. Members and buy-side customers use the tool to make elections relating to certain liquidity sources and products and services that access the participants trading information. See the response to Item 14 of Part III for additional detail regarding Liquidnet Transparency Controls.

hours_of_operation

The hours of operation for the Negotiation ATS are 6:00 am to 4:15 pm ET on days that the US equity markets are open for trading. The Negotiation ATS accepts indications starting at 6:00 am. The Negotiation ATS matches indications and permits negotiations between 9:00 am and 4:15 pm. LPC orders can be entered and executed between 9:30 am and 4:15 pm.

hours_of_operation

Participants can enter orders in the H2O ATS between 8:00 am and 4:00 pm EST on days that the US equity markets are open for trading. The H2O ATS only executes trades between 9:30 am and 4:00 pm. All open orders are cancelled at 4:00 pm.

hours_of_operation

The hours of operation for the Negotiation ATS are 6:00 am to 4:55 pm ET on days that the US equity markets are open for trading. The Negotiation ATS accepts indications starting at 6:00 am. The Negotiation ATS matches indications and permits negotiations between 9:00 am and 4:55 pm. LPC orders can be entered and executed between 9:30 am and 4:00 pm.

hours_of_operation

The hours of operation for the Negotiation ATS are 6:00 am to 4:00 pm ET on days that the US equity markets are open for trading. The Negotiation ATS accepts indications starting at 6:00 am. The Negotiation ATS matches indications and permits negotiations between 9:00 am and 4:00 pm. LPC orders can be entered and executed between 9:30 am and 4:00 pm.

hours_of_operation

Participants can enter orders in the H2O ATS between 8:00 am and 4:15 pm EST on days that the US equity markets are open for trading. The H2O ATS only executes trades between 9:30 am and 4:15 pm. Unless enabled for trading at the official closing price, all open orders are cancelled at 4:00 pm. Trading at the official closing price begins once the closing price has been determined and proceeds until 4:15 pm EST.

hours_of_operation

The hours of operation for the Negotiation ATS are 6:00 am to 4:15 pm ET on days that the US equity markets are open for trading. The Negotiation ATS accepts IOIs starting at 6:00 am. The Negotiation ATS matches IOIs and permits negotiations between 9:00 am and 4:15 pm. LPC orders can be entered and executed between 9:30 am and 4:15 pm.

display_best_quotes

A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are an optional parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lesser of 25,000 shares and 15% of ADV. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the minimum negotiated execution size. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), subject to the participants consent, the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from orders, as follows: * Maximum number of recipients - 5 * Look-back period - 20 days. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

display_best_quotes

A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the system displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. A Member also knows that the quantity of any broker block opportunity meets the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are an optional parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member, Liquidnet can limit the Members look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), subject to the participants consent, the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 5. For any parent order, Liquidnet can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, Liquidnet can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the system displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. A Member also knows that the quantity of any broker block opportunity meets the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member, Liquidnet can limit the Members look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 5. By default, the system can send targeted invitation notifications for any Member or customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by Liquidnet to its participants). Prior consent is not required. A customer may opt out of this default behavior by contacting its sales or trading coverage. The system will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with participant consent. For any parent order, Liquidnet can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, Liquidnet can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers By default, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for any high-touch order from a customer. A customer may opt out of this default behavior by contacting its sales or trading coverage. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A participants targeted invitation is displayed during the same period that the associated LNI resting order is in effect. A targeted invitation displays the symbol, side and execution size of the associated LNI resting order. A targeted invitation also notifies the recipient whether the LNI resting order is executable based on the current market price and the senders price constraint. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are an optional parameter or configuration associated with algo, Liquidnet-only and LN auto-ex orders. (iii) Qualifying Members Only Qualifying Members can receive targeted invitations. Qualifying Members are determined on a quarterly basis based on a Members activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to Qualifying Members. A targeted invitation notification relates to a specific stock. A trader at a Member firm can only receive targeted invitations if the Member has opted-in to this functionality through Liquidnet Transparency Controls and is a Qualifying Member, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at Qualifying Members where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000) * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lesser of 25,000 shares and 15% of ADV. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the minimum negotiated execution size. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that Liquidnet may update from time-to-time. Liquidnet maintains and provides to Members upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication transmitted to LNI, the available quantity of the recipients indication transmitted to LNI (if applicable), and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying recipient through Liquidnet 5. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 when a targeted invitation expires. A recipient is notified through Liquidnet 5 if the senders targeted invitation order is not executable based on the current market and the senders price constraint. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis 10 seconds after that, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A recipient has the following two options upon receipt of a targeted invitation notification: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. If a trader dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient also can take any other action permitted by the Liquidnet Trading Rules, including the creation of an opposite-side indication or order. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), subject to the participants consent, the system can send targeted invitation notifications to Members that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from orders, as follows: * Maximum number of recipients - 5 * Look-back period - 20 days * Minimum order size - lesser of 25,000 shares and 15% of ADV. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. * Limit price. At a specific time and 61 seconds after that, (i) the limit price of the participants buy order is lower than the best bid in the market (or the mid-price, if the sender has a mid-peg instruction), or (ii) the limit price of the participants sell order is higher than the best offer in the market (or the mid-price, if the sender has a mid-peg instruction). * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Expiration or cancellation of a targeted invitation notification does not affect the related order. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification. A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to the sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member is opted-in to interacting with LP resting orders and also opted-in to receiving targeted invitations.

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Liquidnet 5 A Member trader using Liquidnet 5 can view the following: * Matching contra-side indications * Parent orders represented in the LPC that match against the Traders indications; these LPC indications appear to the Trader using Liquidnet 5 as matching contra-side indications or as firm contra orders, as described below * Actions taken by the contra during a match or negotiation, including a negotiation proposal submitted by the contra. If a Member trader using Liquidnet 5 creates an automated negotiation order, the Member trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a Trader sees a match, the Trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). LPC indications appear to the Member trader using Liquidnet 5 as matching contra-side indications or as firm contra orders (as described below). Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side, and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. Display of SuperBlock matches When both parties to a match have appended the SuperBlock functionality, the minimum size (as described in Item 8.a. of this Part III) for the security will be included in the pop-up. The parties can negotiate a higher size. Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. Display of matches with the LPC All same-side parent orders are displayed jointly as one matching contra in the LPC. If all manual contras that are opposite-side to the LPC have Liquidnet 5.12 or higher, the LPC is displayed to each manual contra as a firm contra order. By default, a Member with a manual indication receives notification of a firm contra order that is below the tolerance of the Members indication if the firm contra order meets the minimum negotiated execution size. The notification indicates whether the quantity of the firm contra order is below the Members tolerance. A Member can elect to override this default and only receive notification of firm contra orders that are at or above the Members tolerance. If one or more manual contras that are opposite side to the LPC have Liquidnet 5.11 or prior, the LPC is displayed to each manual contra as a matching indication. In this scenario, the LPC is only displayed to each manual contra if the LPC meets the Members tolerance. While the LPC is displayed to a manual contra, a manual contra is not displayed to the LPC unless the parent order represented by the LPC is an automated negotiation order. An LPC order is displayed to a Customer trader with a matching contra-indication (the Member trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the LPC displayed as a firm contra order is displayed or otherwise known to the manual Trader: symbol; side; whether or not the LPC is executable at the mid-price; and that the quantity of the LPC meets the manual Traders tolerance.

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Liquidnet 5 A Member trader using Liquidnet 5 can view the following: * Matching contra-side indications * Parent orders represented in the LPC that match against the Traders indications; these LPC indications appear to the Trader using Liquidnet 5 as matching contra-side indications or as firm contra orders, as described below * Actions taken by the contra during a match or negotiation, including a negotiation proposal submitted by the contra or a chat message from the contra during the negotiation. If a Member trader using Liquidnet 5 creates an automated negotiation order, the Member trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a Trader sees a match, the Trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). LPC indications appear to the Member trader using Liquidnet 5 as matching contra-side indications or as firm contra orders (as described below). Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side, and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. Display of SuperBlock matches When both parties to a match have appended the SuperBlock functionality, the minimum size (as described in Item 8.a. of this Part III) for the security will be included in the pop-up. The parties can negotiate a higher size. Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. Display of matches with the LPC All same-side parent orders are displayed jointly as one matching contra in the LPC. If all manual contras that are opposite-side to the LPC have Liquidnet 5.12 or higher, the LPC is displayed to each manual contra as a firm contra order. By default, a Member with a manual indication receives notification of a firm contra order that is below the tolerance of the Members indication if the firm contra order meets the minimum negotiated execution size. The notification indicates whether the quantity of the firm contra order is below the Members tolerance. A Member can elect to override this default and only receive notification of firm contra orders that are at or above the Members tolerance. If one or more manual contras that are opposite side to the LPC have Liquidnet 5.11 or prior, the LPC is displayed to each manual contra as a matching indication. In this scenario, the LPC is only displayed to each manual contra if the LPC meets the Members tolerance. While the LPC is displayed to a manual contra, a manual contra is not displayed to the LPC unless the parent order represented by the LPC is an automated negotiation order. An LPC order is displayed to a Customer trader with a matching contra-indication (the Member trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the LPC displayed as a firm contra order is displayed or otherwise known to the manual Trader: symbol; side; whether or not the LPC is executable at the mid-price; and that the quantity of the LPC meets the manual Traders tolerance. Chat Traders can send messages to each other during a negotiation via the chat feature. A chat message does not constitute a proposal, acceptance, cancellation, or similar event. A Trader cannot send a chat message along with or in response to a mid-peg proposal.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are an optional parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), subject to the participants consent, the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 5. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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Liquidnet 5 A trader using Liquidnet 5 can view the following: * Matching contra-side indications * LPC indications that match against the traders indications; these indications appear to the trader using Liquidnet 5 as matching contra-side indications * Actions taken by the contra during a match or negotiation, including the contra going active on an indication, a negotiation proposal submitted by the contra, or a chat message from the contra during the negotiation * Orders with the firm contra configuration. If a trader using Liquidnet 5 creates an automated negotiation order, the trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a trader sees a match, the trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). As noted above, LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications. Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. The display of orders with the firm contra configuration is described below. Display of contras Matches with the following sources of liquidity are displayed to a Member in the same manner as matches with a buy-side contra Member: * Liquidity from trading desk customers, including Liquidnet Capital Markets customers and transition managers * Liquidity from automated routing customers, if the customer has elected not to implement the firm contra configuration. Firm contra configuration An order with the firm contra configuration is displayed to traders with matching contra indications. The rules for displaying orders with the firm contra configuration to matching counter-parties are the same as the rules for the display of matching indications to counter-parties, except as otherwise set forth in this response. While an order with the firm contra configuration can be viewed by a trader with a matching contra indication, the matching contra-indication is not displayed or communicated to the automated routing customer. If there is an order with the firm contra configuration and no same-side active indication, and all LNI contras have Liquidnet 5.12 or higher, the order with the firm contra configuration is displayed to all contras as a firm contra order. If there is an order with the firm contra configuration and no same-side active indication, and one or more of the contras has Liquidnet 5.11 or prior, the order with the firm contra configuration is displayed to any contra as an active matching indication (aggregated with any other same-side LPC orders). If there is an order with the firm contra configuration and one or more active same-side indications, the contra will see the active same-side indications and also see the order with the firm contra configuration as an active indication (aggregated with any other same-side LPC orders). An order with the firm contra configuration is displayed to a trader with a matching contra-indication (the manual trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the order with the firm contra configuration is displayed or otherwise known to the manual trader: symbol; side; whether or not the order with the firm contra configuration is executable at the mid-price; and that the quantity of the order with the firm contra configuration meets the manual traders tolerance. Chat Traders can send messages to each other during a negotiation via the chat feature. A chat message does not constitute a proposal, acceptance, cancellation or similar event. A trader cannot send a chat message along with or in response to a mid-peg proposal.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the system displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. A Member also knows that the quantity of any broker block opportunity meets the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member or customer, Liquidnet can limit the Members/customers look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication, as applicable. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. Similarly, a customer would not receive a targeted invitation based on having a prior opposite-side order in Liquidnet prior to the customers restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. Upon request by a Member or customer, Liquidnet can also limit targeted invitations received by the Member or customer by applying a minimum size threshold to the Members/customers prior opposite side indications, orders or prior placed-away indications, as applicable. With this limitation, a Member would not receive a targeted invitation based on having a prior indication or order in Liquidnet or having a prior placed-away indication unless that indication/order meets the minimum size threshold specified by the Member. Similarly, a customer would not receive a targeted invitation based on having a prior opposite side order in Liquidnet unless that order meets the minimum size threshold specified by the customer. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 10. By default, the system can send targeted invitation notifications for any Member or customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by Liquidnet to its participants). Prior consent is not required. A customer may opt out of this default behavior by contacting its sales or trading coverage. The system will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with participant consent. For any parent order, Liquidnet can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, Liquidnet can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers By default, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for any high-touch order from a customer. A customer may opt out of this default behavior by contacting its sales or trading coverage. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the system displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. A Member also knows that the quantity of any broker block opportunity meets the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member, Liquidnet can limit the Members look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 10. By default, the system can send targeted invitation notifications for any Member or customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by Liquidnet to its participants). Prior consent is not required. A customer may opt out of this default behavior by contacting its sales or trading coverage. The system will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with participant consent. For any parent order, Liquidnet can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, Liquidnet can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers By default, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for any high-touch order from a customer. A customer may opt out of this default behavior by contacting its sales or trading coverage. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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Liquidnet Application A Member trader using the Liquidnet Application can view the following: 1. Matching contra-side IOIs 2. Parent orders represented in the LPC that match against the Traders IOIs; these LPC IOIs appear to the Trader using the Liquidnet Application as matching contra-side IOIs or as firm contra orders, as described below 3. Actions taken by the contra during a match or negotiation, including a negotiation proposal submitted by the contra. If a Member trader using the Liquidnet Application creates an automated negotiation order, the Member trader can continue to view the negotiation actions of the contra. Matching IOIs display the symbol and side. When a Trader sees a match, the Trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). LPC IOIs appear to the Member trader using the Liquidnet Application as matching contra-side IOIs or as firm contra orders (as described below). Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side, and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. Display of SuperBlock matches When both parties to a match have appended the SuperBlock functionality, the minimum size (as described in Item 8.a. of this Part III) for the security will be included in the pop-up. The parties can negotiate a higher size. Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. Display of matches with the LPC All same-side parent orders are displayed jointly as one matching contra in the LPC. If all manual contras that are opposite-side to the LPC have the Liquidnet Application version 5.12 or higher, the LPC is displayed to each manual contra as a firm contra order. By default, a Member with a manual IOI receives notification of a firm contra order that is below the tolerance of the Members IOI if the firm contra order meets the minimum negotiated execution size. The notification indicates whether the quantity of the firm contra order is below the Members tolerance. A Member can elect to override this default and only receive notification of firm contra orders that are at or above the Members tolerance. If one or more manual contras that are opposite side to the LPC have the Liquidnet Application version 5.11 or prior, the LPC is displayed to each manual contra as a matching IOI. In this scenario, the LPC is only displayed to each manual contra if the LPC meets the Members tolerance. While the LPC is displayed to a manual contra, a manual contra is not displayed to the LPC unless the parent order represented by the LPC is an automated negotiation order. An LPC order is displayed to a Customer trader with a matching contra-IOI (the Member trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the LPC displayed as a firm contra order is displayed or otherwise known to the manual Trader: symbol; side; whether or not the LPC is executable at the mid-price; and that the quantity of the LPC meets the manual Traders tolerance.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A participants targeted invitation is displayed during the same period that the associated LNI resting order is in effect. A targeted invitation displays the symbol, side and execution size of the associated LNI resting order. A targeted invitation also notifies the recipient whether the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from algos There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from algos. In a manual targeted invitation, the sender receives certain information regarding the actions of the recipients, as described in this section. In a targeted invitation from an algo, the sender does not receive information regarding the actions of the recipients. Targeted invitations from algos are an optional parameter or configuration associated with algo, Liquidnet-only and LN auto-ex orders. (iii) Qualifying Members Only Qualifying Members can receive targeted invitations. Qualifying Members are determined on a quarterly basis based on a Members activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to Qualifying Members. A targeted invitation notification relates to a specific stock. A trader at a Member firm can only receive targeted invitations or send manual targeted invitations if the Member has opted-in to this functionality through Liquidnet Transparency Controls and is a Qualifying Member, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders cannot execute against orders from liquidity partners (in the H2O ATS). Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at Qualifying Members where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000) * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum negotiated execution size or the default minimum execution size (as set forth in the next bullet). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lesser of 25,000 shares and 15% of ADV. The minimum execution size for a manual targeted invitation order cannot be greater than the working quantity on the indication and cannot be less than the default value set forth in this bullet or the minimum negotiated execution size. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that Liquidnet may update from time-to-time. Liquidnet maintains and provides to Members upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication transmitted to LNI, the available quantity of the recipients indication transmitted to LNI (if applicable), and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying recipient through Liquidnet 5. The notification includes the senders minimum execution size, but the recipient must take an action through the desktop application to view the senders minimum execution size. A recipient is further made aware through Liquidnet 5 when a targeted invitation expires. A recipient is notified through Liquidnet 5 if the senders targeted invitation order is not executable based on the current market and the senders price constraint. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis 10 seconds after that, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A recipient has the following two options upon receipt of a targeted invitation notification: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. If a trader dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient also can take any other action permitted by the Liquidnet Trading Rules, including the creation of an opposite-side indication or order. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from algos Types of orders Liquidnet makes available targeted invitation functionality for Liquidnet-only and LN auto-ex orders and for certain categories of algo orders as notified by Liquidnet to its participants. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from algos. Applicability of description relating to manual targeted invitations The provisions of this sub-section relating to targeted invitations that do not specifically reference manual targeted invitations are also applicable to targeted invitations from algos, except as otherwise set forth in this sub-section. Targeted invitations from low-touch algo orders from customers For low-touch orders, subject to the customers consent (as described below), the system can send targeted invitation notifications to Members that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from algos, as follows: * Maximum number of recipients - 5 * Look-back period - 20 days * Minimum execution size - lesser of 25,000 shares and 15% of ADV. Members can modify the default configurations for targeted invitations from algos in the same manner that they can modify the default configurations for manual targeted invitations. Any configuration above for a Member or customer applies to all targeted invitations from algos sent by the Member or customer. Targeted invitations from high-touch algo orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Targeted invitations for Member orders created through Liquidnet 5 For orders created by a Member through Liquidnet 5 (whether algo, Liquidnet-only or LN auto-ex orders), the Member (through the consent process described below) can authorize Liquidnet to send targeted invitation notifications to other Members that are qualifying recipients. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Cancellation of targeted invitations from algos The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum execution size for targeted invitations. * Limit price. At a specific time and 61 seconds after that, (i) the limit price of the Members or customers buy order is lower than the best bid in the market (or the mid-price, if the sender has a mid-peg instruction), or (ii) the limit price of the Members or customers sell order is higher than the best offer in the market (or the mid-price, if the sender has a mid-peg instruction). * Cancellation of associated order. The Member or customer cancels the associated order, and, in the case of a low-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Expiration or cancellation of a targeted invitation notification does not affect the related order. Resending of a targeted invitation after a cancel The system can resend a targeted invitation after a cancel subject to the conditions set forth above, except that the six-minute period described above runs from the most recent cancel of the targeted invitation. Notifications to senders of targeted invitations from algos A sender of a targeted invitation from an algo is not notified of any of the following through Liquidnet 5 unless the sender is a Qualifying Member: * Whether or not there are any qualifying recipients (however, Liquidnet can provide reports with this information on T+1) * When a recipient indicates interest or requests more time * When all recipients have dismissed the targeted invitation notification. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from algos.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A participants targeted invitation is displayed during the same period that the associated LNI resting order is in effect. A targeted invitation displays the symbol, side and execution size of the associated LNI resting order. A targeted invitation also notifies the recipient whether the LNI resting order is executable based on the current market price and the senders price constraint. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. (ii) Manual targeted invitations and targeted invitations from algos There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from algos. Targeted invitations from algos are an optional parameter or configuration associated with algo, Liquidnet-only and LN auto-ex orders. (iii) Qualifying Members Only Qualifying Members can receive targeted invitations. Qualifying Members are determined on a quarterly basis based on a Members activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to Qualifying Members. A targeted invitation notification relates to a specific stock. A trader at a Member firm can only receive targeted invitations if the Member has opted-in to this functionality through Liquidnet Transparency Controls and is a Qualifying Member, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at Qualifying Members where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000) * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lesser of 25,000 shares and 15% of ADV. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the minimum negotiated execution size. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that Liquidnet may update from time-to-time. Liquidnet maintains and provides to Members upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication transmitted to LNI, the available quantity of the recipients indication transmitted to LNI (if applicable), and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying recipient through Liquidnet 5. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 when a targeted invitation expires. A recipient is notified through Liquidnet 5 if the senders targeted invitation order is not executable based on the current market and the senders price constraint. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis 10 seconds after that, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A recipient has the following two options upon receipt of a targeted invitation notification: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. If a trader dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient also can take any other action permitted by the Liquidnet Trading Rules, including the creation of an opposite-side indication or order. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from algos Types of orders Liquidnet makes available targeted invitation functionality for Liquidnet-only and LN auto-ex orders and for certain categories of algo orders as notified by Liquidnet to its participants. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from algos. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from algos, except as otherwise set forth in this sub-section. Targeted invitations from low-touch algo orders from customers For low-touch orders, subject to the customers consent (as described below), the system can send targeted invitation notifications to Members that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from algos, as follows: * Maximum number of recipients - 5 * Look-back period - 20 days * Minimum order size - lesser of 25,000 shares and 15% of ADV. Members can modify the default configurations for targeted invitations from algos in the same manner that they can modify the default configurations for manual targeted invitations. Any configuration above for a Member or customer applies to all targeted invitations from algos sent by the Member or customer. Targeted invitations from high-touch algo orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Targeted invitations for Member orders created through Liquidnet 5 For orders created by a Member through Liquidnet 5 (whether algo, Liquidnet-only or LN auto-ex orders), the Member (through the consent process described below) can authorize Liquidnet to send targeted invitation notifications to other Members that are qualifying recipients. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Cancellation of targeted invitations from algos The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. * Limit price. At a specific time and 61 seconds after that, (i) the limit price of the Members or customers buy order is lower than the best bid in the market (or the mid-price, if the sender has a mid-peg instruction), or (ii) the limit price of the Members or customers sell order is higher than the best offer in the market (or the mid-price, if the sender has a mid-peg instruction). * Cancellation of associated order. The Member or customer cancels the associated order, and, in the case of a low-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Expiration or cancellation of a targeted invitation notification does not affect the related order. Resending of a targeted invitation after a cancel The system can resend a targeted invitation after a cancel subject to the conditions set forth above, except that the six-minute period described above runs from the most recent cancel of the targeted invitation. Notifications to senders of targeted invitations from algos A sender of a targeted invitation from algos where the parent order is created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient indicates interest or requests more time * When all recipients have dismissed the targeted invitation notification. A sender of a targeted invitation from algos where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to the sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from algos.

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Liquidnet 5 A trader using Liquidnet 5 can view the following: * Matching contra-side indications * Parent orders represented in the LPC that match against the traders indications; these LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications or as firm contra orders, as described below * Actions taken by the contra during a match or negotiation, including a negotiation proposal submitted by the contra or a chat message from the contra during the negotiation. If a trader using Liquidnet 5 creates an automated negotiation order, the trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a trader sees a match, the trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications or as firm contra orders (as described below). Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side, and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. Display of matches with the LPC All same-side parent orders are displayed jointly as one matching contra in the LPC. If all manual contras that are opposite-side to the LPC have Liquidnet 5.12 or higher, the LPC is displayed to each manual contra as a firm contra order. By default, a Member with a manual indication receives notification of a firm contra order that is below the tolerance of the Members indication if the firm contra order meets the minimum negotiated execution size. The notification indicates whether the quantity of the firm contra order is below the Members tolerance. A Member can elect to override this default and only receive notification of firm contra orders that are at or above the Members tolerance. If one or more manual contras that are opposite side to the LPC have Liquidnet 5.11 or prior, the LPC is displayed to each manual contra as a matching indication. In this scenario, the LPC is only displayed to each manual contra if the LPC meets the Members tolerance. While the LPC is displayed to a manual contra, a manual contra is not displayed to the LPC unless the parent order represented by the LPC is an automated negotiation order. An LPC order is displayed to a trader with a matching contra-indication (the manual trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the LPC displayed as a firm contra order is displayed or otherwise known to the manual trader: symbol; side; whether or not the LPC is executable at the mid-price; and that the quantity of the LPC meets the manual traders tolerance. Chat Traders can send messages to each other during a negotiation via the chat feature. A chat message does not constitute a proposal, acceptance, cancellation, or similar event. A trader cannot send a chat message along with or in response to a mid-peg proposal.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Member's indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Member's indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A participant's targeted invitation is displayed during the same period that the associated LNI resting order is in effect. A targeted invitation displays the symbol, side and execution size of the associated LNI resting order. A targeted invitation also notifies the recipient whether the LNI resting order is executable based on the current market price and the sender's price constraint. (ii) Manual targeted invitations and targeted invitations from algos There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from algos. In a manual targeted invitation, the sender receives certain information regarding the actions of the recipients, as described in this section. In a targeted invitation from an algo, the sender does not receive information regarding the actions of the recipients. Targeted invitations from algos are an optional parameter or configuration associated with algo, Liquidnet-only and LN auto-ex orders. (iii) Qualifying Members Only Qualifying Members can receive targeted invitations and send manual targeted invitations. Qualifying Members are determined on a quarterly basis based on a Member's activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to Qualifying Members. A targeted invitation notification relates to a specific stock. A trader at a Member firm can only receive targeted invitations or send manual targeted invitations if the Member has opted-in to this functionality through Liquidnet Transparency Controls and is a Qualifying Member, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a "targeted invitation order") and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders cannot execute against orders from liquidity partners (in the H2O ATS). Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at Qualifying Members where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000) * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the sender's order (for example, the recipient executed a buy order and the sender's targeted invitation is for a sell order) and the recipient's execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same- side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the sender's look-back period) on a more recent trading day than, or the same trading day as, the trader's most recent opposite-side indication in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the trader's working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum negotiated execution size or the default minimum execution size (as set forth in the next bullet). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lesser of 25,000 shares and 15% of ADV. The minimum execution size for a manual targeted invitation order cannot be greater than the working quantity on the indication and cannot be less than the default value set forth in this bullet or the minimum negotiated execution size. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Member's participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that Liquidnet may update from time-to-time. Liquidnet maintains and provides to Members upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication transmitted to LNI, the available quantity of the recipient's indication transmitted to LNI (if applicable), and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying recipient through Liquidnet 5. The notification includes the sender's minimum execution size, but the recipient must take an action through the desktop application to view the sender's minimum execution size. A recipient is further made aware through Liquidnet 5 if a targeted invitation expires. A recipient is notified through Liquidnet 5 if the sender's targeted invitation order is not executable based on the current market and the sender's price constraint. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the sender's price constraint and is still not executable on that basis 10 seconds after that, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A recipient has the following two options upon receipt of a targeted invitation notification: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. If a trader dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient also can take any other action permitted by the Liquidnet Trading Rules, including the creation of an opposite-side indication or order. Additional information received by the sender A sender of a manual targeted invitation is notified if a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnet's Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from algos Types of orders Liquidnet makes available targeted invitation functionality for Liquidnet-only and LN auto-ex orders and for certain categories of algo orders as notified by Liquidnet to its participants. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as "targeted invitations from algos". Applicability of description relating to manual targeted invitations The provisions of this sub-section relating to targeted invitations that do not specifically reference manual targeted invitations are also applicable to targeted invitations from algos, except as otherwise set forth in this sub-section. Targeted invitations from low-touch algo orders from customers For low-touch orders, subject to the customer's consent (as described below), the system can send targeted invitation notifications to Members that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from algos, as follows: * Maximum number of recipients " 5 * Look-back period " 20 days * Minimum execution size " lesser of 25,000 shares and 15% of ADV. Members can modify the default configurations for targeted invitations from algos in the same manner that they can modify the default configurations for manual targeted invitations. Any configuration above for a Member or customer applies to all targeted invitations from algos sent by the Member or customer. Targeted invitations from high-touch algo orders from customers For high-touch orders, subject to the customer's consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Targeted invitations for Member orders created through Liquidnet 5 For orders created by a Member through Liquidnet 5 (whether algo, Liquidnet-only or LN auto-ex orders), the Member (through the consent process described below) can authorize Liquidnet to send targeted invitation notifications to other Members that are qualifying recipients. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Cancellation of targeted invitations from algos The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The sender's remaining order size is below the minimum execution size for targeted invitations. * Limit price. At a specific time and 61 seconds after that, (i) the limit price of the Member's or customer's buy order is lower than the best bid in the market (or the mid-price, if the sender has a mid-peg instruction), or (ii) the limit price of the Member's or customer's sell order is higher than the best offer in the market (or the mid-price, if the sender has a mid-peg instruction). * Cancellation of associated order. The Member or customer cancels the associated order, and, in the case of a low-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Expiration or cancellation of a targeted invitation notification does not affect the related order. Resending of a targeted invitation after a cancel The system can resend a targeted invitation after a cancel subject to the conditions set forth above, except that the six-minute period described above runs from the most recent cancel of the targeted invitation. Notifications to senders of targeted invitations from algos A sender of a targeted invitation from an algo is not notified of any of the following through Liquidnet 5 unless the sender is a Qualifying Member: * Whether or not there are any qualifying recipients (however, Liquidnet can provide reports with this information on T+1) * If a recipient indicates interest or requests more time * When all recipients have dismissed the targeted invitation notification. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from algos.

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Liquidnet 5 A trader using Liquidnet 5 can view the following: * Matching contra-side indications * Parent orders represented in the LPC that match against the traders indications; these LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications or as firm contra orders, as described below * Actions taken by the contra during a match or negotiation, including a negotiation proposal submitted by the contra or a chat message from the contra during the negotiation. If a trader using Liquidnet 5 creates an automated negotiation order, the trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a trader sees a match, the trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications or as firm contra orders (as described below). Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. Display of matches with the LPC All same-side parent orders are displayed jointly as one matching contra in the LPC. If all manual contras that are opposite-side to the LPC have Liquidnet 5.12 or higher, the LPC is displayed to each manual contra as a firm contra order. By default, a Member with a manual indication receives notification of a firm contra order that is below the tolerance of the Members indication if the firm contra order meets the minimum negotiated execution size. The notification indicates whether the quantity of the firm contra order is below the Members tolerance. A Member can elect to override this default and only receive notification of firm contra orders that are at or above the Members tolerance. If one or more manual contras that are opposite-side to the LPC have Liquidnet 5.11 or prior, the LPC is displayed to each manual contra as a matching indication. In this scenario, the LPC is only displayed to each manual contra if the LPC meets the Members tolerance. While the LPC is displayed to a manual contra, a manual contra is not displayed to the LPC unless the parent order represented by the LPC is an automated negotiation order. An LPC order is displayed to a trader with a matching contra-indication (the manual trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the LPC displayed as a firm contra order is displayed or otherwise known to the manual trader: symbol; side; whether or not the LPC is executable at the mid-price; and that the quantity of the LPC meets the manual traders tolerance. Chat Traders can send messages to each other during a negotiation via the chat feature. A chat message does not constitute a proposal, acceptance, cancellation or similar event. A trader cannot send a chat message along with or in response to a mid-peg proposal.

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Liquidnet 5 A trader using Liquidnet 5 can view the following: * Matching contra-side indications * LPC indications that match against the traders indications; these indications appear to the trader using Liquidnet 5 as matching contra-side indications * Actions taken by the contra during a match or negotiation, including the contra going active on an indication, a negotiation proposal submitted by the contra, or a chat message from the contra during the negotiation * Orders with the firm contra configuration. If a trader using Liquidnet 5 creates an automated negotiation order, the trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a trader sees a match, the trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). As noted above, LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications. Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. The display of orders with the firm contra configuration is described below. Display of contras Matches with the following sources of liquidity are displayed to a Member in the same manner as matches with a buy-side contra Member: * Liquidity from trading desk customers, including Liquidnet Capital Markets customers and transition managers * Liquidity from automated routing customers, if the customer has elected not to implement the firm contra configuration. Firm contra configuration An order with the firm contra configuration is displayed to traders with matching contra indications. The rules for displaying orders with the firm contra configuration to matching counter-parties are the same as the rules for the display of matching indications to counter-parties, except as otherwise set forth in this response. While an order with the firm contra configuration can be viewed by a trader with a matching contra indication, the matching contra-indication is not displayed or communicated to the automated routing customer. If there is an order with the firm contra configuration and no same-side active indication, and all LNI contras have Liquidnet 5.12 or higher, the order with the firm contra configuration is displayed to all contras as a firm contra order. If there is an order with the firm contra configuration and no same-side active indication, and one or more of the contras has Liquidnet 5.11 or prior, the order with the firm contra configuration is displayed to any contra as an active matching indication (aggregated with any other same-side LPC orders). If there is an order with the firm contra configuration and one or more active same-side indications, the contra will see the active same-side indications and also see the order with the firm contra configuration as an active indication (aggregated with any other same-side LPC orders). An order with the firm contra configuration is displayed to a trader with a matching contra-indication (the manual trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the order with the firm contra configuration is displayed or otherwise known to the manual trader: symbol; side; that the order with the firm contra configuration is executable at the mid-price; and that the quantity of the order with the firm contra configuration meets the manual traders tolerance. Chat Traders can send messages to each other during a negotiation via the chat feature. A chat message does not constitute a proposal, acceptance, cancellation or similar event. A trader cannot send a chat message along with or in response to a mid-peg proposal.

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Liquidnet 5 A trader using Liquidnet 5 can view the following: * Matching contra-side indications * Parent orders represented in the LPC that match against the traders indications; these LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications or as firm contra orders, as described below * Actions taken by the contra during a match or negotiation, including the contra going active on an indication, a negotiation proposal submitted by the contra, or a chat message from the contra during the negotiation. If a trader using Liquidnet 5 creates an automated negotiation order, the trader can continue to view the negotiation actions of the contra. Matching indications display the symbol and side. When a trader sees a match, the trader knows that each sides working quantity meets the other sides quantity tolerance (see the response to Item 8.a. of this Part III) and that the contras reference price for matching is within any OMS limit for the contra (see the response to Item 7.a. of this Part III). LPC indications appear to the trader using Liquidnet 5 as matching contra-side indications or as firm contra orders (as described below). Match information is displayed for as long as the conditions for the match, as described in the response to Item 11.c. of this Part III, continue in effect. A negotiation proposal displays the symbol, side and price. In addition, upon receipt of a negotiation proposal, the recipient is notified whether the quantity of the contras proposal meets the recipients tolerance. A negotiation proposal is displayed during the period that a negotiation is in effect. Display of matches with the LPC All same-side parent orders are displayed jointly as one matching contra in the LPC. If all manual contras that are opposite-side to the LPC have Liquidnet 5.12 or higher, the LPC is displayed to each manual contra as a firm contra order. By default, a Member with a manual indication receives notification of a firm contra order that is below the tolerance of the Members indication if the firm contra order meets the minimum negotiated execution size. The notification indicates whether the quantity of the firm contra order is below the Members tolerance. A Member can elect to override this default and only receive notification of firm contra orders that are at or above the Members tolerance. If one or more manual contras that are opposite-side to the LPC have Liquidnet 5.11 or prior, the LPC is displayed to each manual contra as an active matching indication. In this scenario, the LPC is only displayed to each manual contra if the LPC meets the Members tolerance. While the LPC is displayed to a manual contra, a manual contra is not displayed to the LPC unless the parent order represented by the LPC is an automated negotiation order. An LPC order is displayed to a trader with a matching contra-indication (the manual trader) for as long as the conditions for matching, as described in the response to Item 11.c. of this Part III, remain in effect. The following information regarding the LPC displayed as a firm contra order is displayed or otherwise known to the manual trader: symbol; side; whether or not the LPC is executable at the mid-price; and that the quantity of the LPC meets the manual traders tolerance. Chat Traders can send messages to each other during a negotiation via the chat feature. A chat message does not constitute a proposal, acceptance, cancellation or similar event. A trader cannot send a chat message along with or in response to a mid-peg proposal.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the System displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV; or $200,000 principal value. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a Customer can view targeted invitations through the Customers OMS or EMS, subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and Customers can receive targeted invitations. Qualifying Members and Customers are determined on a quarterly basis based on a Members or Customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a Customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a Customer, the qualifying Member criteria are applied instead of the qualifying Customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and Customers. A targeted invitation notification relates to a specific stock. A trader at a Member or Customer firm can only receive targeted invitations if the Member or Customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or Customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from LPs in the H2O ATS, subject to the Member having opted-in to interacting with LPs, but if a Member has opted-in to interacting with LPs, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with LPs for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member or Customer, Liquidnet can limit the Members/Customers look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication, as applicable. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite-side order in Liquidnet prior to the Customers restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and Customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. Upon request by a Member or Customer, Liquidnet can also limit targeted invitations received by the Member or Customer by applying a minimum size threshold to the Members/Customers prior opposite side indications, orders or prior placed-away indications, as applicable. With this limitation, a Member would not receive a targeted invitation based on having a prior indication or order in Liquidnet or having a prior placed-away indication unless that indication/order meets the minimum size threshold specified by the Member. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite side order in Liquidnet unless that order meets the minimum size threshold specified by the Customer. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The minimum execution size for a manual targeted invitation order must meet at least one of the following minimum size requirements: 5,000 shares; 5% of ADV; or $200,000 principal value. Notwithstanding, the minimum execution size for a manual targeted order as defined above, the H2O ATS enforces a minimum execution size floor to ensure that manual targeted invitation executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a targeted invitation order with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a targeted invitation order with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the targeted invitation order did not meet or exceed 25% ADV, then the execution will not occur. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the System prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and Customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying Customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the System provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a Customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or Customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or Customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the System can send targeted invitation notifications to Members and Customers that are qualifying recipients. The System applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 10. By default, the System can send targeted invitation notifications for any Member or Customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by Liquidnet to its participants). Prior consent is not required. A Customer may opt out of this default behavior by contacting its sales or trading coverage. The System will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with participant consent. For any parent order, Liquidnet can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, Liquidnet can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from Customers By default, a Liquidnet trader can elect to authorize the System to send targeted invitation notifications for any high-touch order from a Customer. A Customer may opt out of this default behavior by contacting its sales or trading coverage. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The System will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the System will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or Customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or Customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A participants targeted invitation is displayed during the same period that the associated LNI resting order is in effect. A targeted invitation displays the symbol, side and execution size of the associated LNI resting order. A targeted invitation also notifies the recipient whether the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from algos There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from algos. In a manual targeted invitation, the sender receives certain information regarding the actions of the recipients, as described in this section. In a targeted invitation from an algo, the sender does not receive information regarding the actions of the recipients. Targeted invitations from algos are an optional parameter or configuration associated with algo, Liquidnet-only and LN auto-ex orders. (iii) Qualifying Members Only Qualifying Members can receive targeted invitations. Qualifying Members are determined on a quarterly basis based on a Members activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to Qualifying Members. A targeted invitation notification relates to a specific stock. A trader at a Member firm can only receive targeted invitations or send manual targeted invitations if the Member has opted-in to this functionality through Liquidnet Transparency Controls and is a Qualifying Member, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders cannot execute against orders from liquidity partners (in the H2O ATS). Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at Qualifying Members where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000) * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum negotiated execution size or the default minimum execution size (as set forth in the next bullet). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lesser of 25,000 shares and 15% of ADV. The minimum execution size for a manual targeted invitation order cannot be greater than the working quantity on the indication and cannot be less than the default value set forth in this bullet or the minimum negotiated execution size. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that Liquidnet may update from time-to-time. Liquidnet maintains and provides to Members upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication transmitted to LNI, the available quantity of the recipients indication transmitted to LNI (if applicable), and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying recipient through Liquidnet 5. The notification includes the senders minimum execution size, but the recipient must take an action through the desktop application to view the senders minimum execution size. A recipient is further made aware through Liquidnet 5 when a targeted invitation expires. A recipient is notified through Liquidnet 5 if the senders targeted invitation order is not executable based on the current market and the senders price constraint. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis 10 seconds after that, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A recipient has the following two options upon receipt of a targeted invitation notification: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. If a trader dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient also can take any other action permitted by the Liquidnet Trading Rules, including the creation of an opposite-side indication or order. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from algos Types of orders Liquidnet makes available targeted invitation functionality for Liquidnet-only and LN auto-ex orders and for certain categories of algo orders as notified by Liquidnet to its participants. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from algos. Applicability of description relating to manual targeted invitations The provisions of this sub-section relating to targeted invitations that do not specifically reference manual targeted invitations are also applicable to targeted invitations from algos, except as otherwise set forth in this sub-section. Targeted invitations from low-touch algo orders from customers For low-touch orders, subject to the customers consent (as described below), the system can send targeted invitation notifications to Members that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from algos, as follows: * Maximum number of recipients - 5 * Look-back period - 20 days * Minimum execution size - lesser of 25,000 shares and 15% of ADV. Members can modify the default configurations for targeted invitations from algos in the same manner that they can modify the default configurations for manual targeted invitations. Any configuration above for a Member or customer applies to all targeted invitations from algos sent by the Member or customer. Targeted invitations from high-touch algo orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Targeted invitations for Member orders created through Liquidnet 5 For orders created by a Member through Liquidnet 5 (whether algo, Liquidnet-only or LN auto-ex orders), the Member (through the consent process described below) can authorize Liquidnet to send targeted invitation notifications to other Members that are qualifying recipients. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from low-touch algo orders from customers. Cancellation of targeted invitations from algos The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum execution size for targeted invitations. * Limit price. At a specific time and 61 seconds after that, (i) the limit price of the Members or customers buy order is lower than the best bid in the market (or the mid-price, if the sender has a mid-peg instruction), or (ii) the limit price of the Members or customers sell order is higher than the best offer in the market (or the mid-price, if the sender has a mid-peg instruction). * Cancellation of associated order. The Member or customer cancels the associated order, and, in the case of a low-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Expiration or cancellation of a targeted invitation notification does not affect the related order. Resending of a targeted invitation after a cancel The system can resend a targeted invitation after a cancel subject to the conditions set forth above, except that the six-minute period described above runs from the most recent cancel of the targeted invitation. Notifications to senders of targeted invitations from algos A sender of a targeted invitation from an algo is not notified of any of the following through Liquidnet 5 unless the sender is a Qualifying Member: * Whether or not there are any qualifying recipients (however, Liquidnet can provide reports with this information on T+1) * When a recipient indicates interest or requests more time * When all recipients have dismissed the targeted invitation notification. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from algos.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the System displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. A Member also knows that the quantity of any broker block opportunity meets the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a Customer can view targeted invitations through the Customers OMS or EMS, subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and Customers can receive targeted invitations. Qualifying Members and Customers are determined on a quarterly basis based on a Members or Customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a Customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a Customer, the qualifying Member criteria are applied instead of the qualifying Customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and Customers. A targeted invitation notification relates to a specific stock. A trader at a Member or Customer firm can only receive targeted invitations if the Member or Customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or Customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from LPs in the H2O ATS, subject to the Member having opted-in to interacting with LPs, but if a Member has opted-in to interacting with LPs, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with LPs for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member or Customer, Liquidnet can limit the Members/Customers look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication, as applicable. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite-side order in Liquidnet prior to the Customers restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and Customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. Upon request by a Member or Customer, Liquidnet can also limit targeted invitations received by the Member or Customer by applying a minimum size threshold to the Members/Customers prior opposite side indications, orders or prior placed-away indications, as applicable. With this limitation, a Member would not receive a targeted invitation based on having a prior indication or order in Liquidnet or having a prior placed-away indication unless that indication/order meets the minimum size threshold specified by the Member. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite side order in Liquidnet unless that order meets the minimum size threshold specified by the Customer. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the System prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and Customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying Customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the System provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a Customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or Customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or Customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the System can send targeted invitation notifications to Members and Customers that are qualifying recipients. The System applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 10. By default, the System can send targeted invitation notifications for any Member or Customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by Liquidnet to its participants). Prior consent is not required. A Customer may opt out of this default behavior by contacting its sales or trading coverage. The System will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with participant consent. For any parent order, Liquidnet can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, Liquidnet can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from Customers By default, a Liquidnet trader can elect to authorize the System to send targeted invitation notifications for any high-touch order from a Customer. A Customer may opt out of this default behavior by contacting its sales or trading coverage. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The System will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the System will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or Customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or Customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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1. Broker block notifications A trader at a Member firm using the Liquidnet Application can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the H2O ATS displays to the Member whether or not the broker block opportunity meets the tolerance of the Members IOI. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV; or $200,000 principal value. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members IOI, a broker block accept by the Member would be executable against the LP resting order. 2. Targeted invitations (i) Introduction A trader at a Member firm using the Liquidnet Application can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a Customer can view targeted invitations through the Customers OMS or EMS, subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through the Liquidnet Application. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: A. Manual targeted invitations. B. Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and Customers can receive targeted invitations. Qualifying Members and Customers are determined on a quarterly basis based on a Members or Customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: A. Average daily liquidity of USD $100M or more provided to LNI during either of the two prior quarters. B. Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a Customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a Customer, the qualifying Member criteria are applied instead of the qualifying Customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet Application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and Customers. A targeted invitation notification relates to a specific stock. A trader at a Member or Customer firm can only receive targeted invitations if the Member or Customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or Customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an IOI available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the H2O ATSs in the same manner as any other LNI order, subject to the following exceptions: A. The notification and other provisions described in this section apply. B. Manual targeted invitation orders can execute against orders from LPs in the H2O ATS, subject to the Member having opted-in to interacting with LPs, but if a Member has opted-in to interacting with LPs, a trader at the Member firm can instruct LNI that the trader does not want to interact with LPs for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member or Customer, LNI can limit the Members/Customers look-back period for receiving targeted invitations based on having a prior opposite-side IOI, order or execution in LNI or having a prior placed-away IOI, as applicable. With this limitation, a Member would not receive a targeted invitation based on having an IOI, order or execution in LNI or having a placed-away IOI prior to the Members restricted look-back period. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite-side order in LNI prior to the Customers restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and Customers where the recipient trader meets any of the following criteria: A. Opposite-side IOI in LNI. LNI received an opposite-side IOI from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). B. Opposite-side IOI placed away. The recipient has or had an opposite-side IOI in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. C. Opposite-side order in LNI. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). D. Opposite-side execution in LNI. The recipient executed in the H2O ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. E. Executed against sender. The recipient executed in the H2O ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. F. Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. Upon request by a Member or Customer, LNI can also limit targeted invitations received by the Member or Customer by applying a minimum size threshold to the Members/Customers prior opposite side IOIs, orders or prior placed-away IOIs, as applicable. With this limitation, a Member would not receive a targeted invitation based on having a prior IOI or order in LNI or having a prior placed-away IOI unless that IOI/order meets the minimum size threshold specified by the Member. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite side order in LNI unless that order meets the minimum size threshold specified by the Customer. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side IOIs or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side IOI in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side IOI in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the Liquidnet Application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: A. Executed against sender. B. Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched IOI. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched IOI in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: A. Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the IOI. Quantity cannot be greater than the working quantity on the IOI and cannot be less than the minimum order size for manual targeted invitations (as set forth above). B. Minimum execution size. The minimum execution size for a manual targeted invitation order must meet at least one of the following minimum size requirements: 5,000 shares; 5% of ADV; or $200,000 principal value. Notwithstanding, the minimum execution size for a manual targeted order as defined above, the H2O ATS enforces a minimum execution size floor to ensure that manual targeted invitation executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a targeted invitation order with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a targeted invitation order with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the targeted invitation order did not meet or exceed 25% ADV, then the execution will not occur. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the IOI and not less than the default minimum execution size set forth above in this paragraph. A. Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. B. Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, LNI prioritizes the recipients based on pre-set criteria, as described below. C. Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the H2O ATS prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and Customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side IOI transmitted to LNI), whether the recipient has a current IOI or order transmitted to LNI, the most recent time period during which the recipient had an IOI or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through the Liquidnet Application or to a qualifying Customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through the Liquidnet Application or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the H2O ATS provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through the Liquidnet Application: A. Notify the sender that the recipient is interested and request more time to respond to the targeted invitation. B. Dismiss the notification. A trader at a Customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or Customer firm can take any other action permitted by the Liquidnet Trading Rules for that Participant category, including the creation of an opposite-side IOI or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through Liquidnet Application, a trader can edit any of the following fields of a manual targeted invitation: A. Quantity. B. Minimum execution size. C. Limit price. (vi) Targeted invitations from orders Types of orders LNI makes available targeted invitation functionality for the following orders: A. Liquidnet-only and LN auto-ex orders. B. Certain categories of algo orders as notified by LNI to its Participants. C. LP resting orders. This functionality applies to these types of LNI orders, whether firm or conditional. LNI refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the H2O ATS can send targeted invitation notifications to Members and Customers that are qualifying recipients. The H2O ATS applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 10. By default, the H2O ATS can send targeted invitation notifications for any Member or Customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by LNI to its Participants). Prior consent is not required. A Customer may opt out of this default behavior by contacting its sales or trading coverage. The H2O ATS will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with Participant consent. For any parent order, LNI can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, LNI can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a Participant applies to all targeted invitations from orders sent by the Participant. Targeted invitations from high-touch orders from Customers By default, a LNI trader can elect to authorize the H2O ATS to send targeted invitation notifications for any high-touch order from a Customer. A Customer may opt out of this default behavior by contacting its sales or trading coverage. LNI applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The H2O ATS will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: A. Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the H2O ATS will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. B. Cancellation of associated order. The Participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. C. Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through the Liquidnet Application is notified of the following through the Liquidnet Application: A. Whether or not there are any qualifying recipients. B. When a recipient requests more time. C. When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with the Liquidnet Application version 5.21). A sender of a targeted invitation from orders where the parent order is not created through the Liquidnet Application is not notified of the items above, but LNI can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or Customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or Customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but a recipient knows that the quantity of the LP resting order must meet (i) the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000, and (ii) a share quantity determined based on the quantity of the Members indication and various tolerance percentages set by the Member. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are an optional parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), subject to the participants consent, the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default configurations for manual targeted invitations and targeted invitations from orders, as follows: * Maximum number of recipients - 5 * Look-back period - 20 days. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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1. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the System displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. Members only receive notification of a broker block opportunity if the broker block opportunity meets at least one of the following minimum size requirements: 5,000 shares; 5% of ADV; or $200,000 principal value. Notwithstanding, the notification of a broker block opportunity as defined above, the H2O ATS enforces a minimum match and execution size floor to ensure that broker block executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a potential match with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a potential match with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the match did not meet or exceed 25% ADV, then the execution will not occur. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. 2. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a Customer can view targeted invitations through the Customers OMS or EMS, subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are a parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and Customers can receive targeted invitations. Qualifying Members and Customers are determined on a quarterly basis based on a Members or Customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to LNI during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a Customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a Customer, the qualifying Member criteria are applied instead of the qualifying Customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the LNI desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and Customers. A targeted invitation notification relates to a specific stock. A trader at a Member or Customer firm can only receive targeted invitations if the Member or Customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or Customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the H2O ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from LPs in the H2O ATS, subject to the Member having opted-in to interacting with LPs, but if a Member has opted-in to interacting with LPs, a trader at the Member firm can instruct LNI that the trader does not want to interact with LPs for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member or Customer, LNI can limit the Members/Customers look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in LNI or having a prior placed-away indication, as applicable. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in LNI or having a placed-away indication prior to the Members restricted look-back period. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite-side order in LNI prior to the Customers restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and Customers where the recipient trader meets any of the following criteria: * Opposite-side indication in LNI. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in LNI. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in LNI. The recipient executed in the H2O ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in the H2O ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. Upon request by a Member or Customer, LNI can also limit targeted invitations received by the Member or Customer by applying a minimum size threshold to the Members/Customers prior opposite side indications, orders or prior placed-away indications, as applicable. With this limitation, a Member would not receive a targeted invitation based on having a prior indication or order in LNI or having a prior placed-away indication unless that indication/order meets the minimum size threshold specified by the Member. Similarly, a Customer would not receive a targeted invitation based on having a prior opposite side order in LNI unless that order meets the minimum size threshold specified by the Customer. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The minimum execution size for a manual targeted invitation order must meet at least one of the following minimum size requirements: 5,000 shares; 5% of ADV; or $200,000 principal value. Notwithstanding, the minimum execution size for a manual targeted order as defined above, the H2O ATS enforces a minimum execution size floor to ensure that manual targeted invitation executions meet or exceed the lesser of 2,500 shares or 25% of ADV for the stock. For example, a targeted invitation order with 5% of ADV of the stock (and less than 25% of the ADV) will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares is below 2,500 shares, then the execution will not occur. In another example, a targeted invitation order with $200,000 principal value will be executed if the number of shares is below 5,000 shares but greater than 2,500 shares. In this example, if the number of shares were below 2,500 and the targeted invitation order did not meet or exceed 25% ADV, then the execution will not occur. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, LNI prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the System prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and Customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying Customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the System provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a Customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or Customer firm can take any other action permitted by the Liquidnet Trading Rules for that Participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Targeted invitations from orders Types of orders LNI makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by LNI to its Participants * LP resting orders. This functionality applies to these types of LNI orders, whether firm or conditional. LNI refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), the System can send targeted invitation notifications to Members and Customers that are qualifying recipients. The System applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 10. By default, the System can send targeted invitation notifications for any Member or Customer algo order (excluding orders from automated routing customers) or LN auto-ex order, provided the order meets the minimum order size and any other applicable requirements (as notified by LNI to its Participants). Prior consent is not required. A Customer may opt out of this default behavior by contacting its sales or trading coverage. The System will only send targeted invitation notifications for other parent order types, including LP resting orders and orders from automated routing customers, with Participant consent. For any parent order, LNI can send up to one targeted invitation per day to any eligible recipient. If one or more prior recipients have dismissed a targeted invitation, LNI can send a subsequent targeted invitation to additional recipients as long as the total of those recipients and prior recipients who have not dismissed the targeted invitation does not exceed the senders maximum number of recipients. In other words, the number of targeted invitations outstanding at any time cannot exceed the senders maximum number of recipients. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a Participant applies to all targeted invitations from orders sent by the Participant. Targeted invitations from high-touch orders from Customers By default, a LNI trader can elect to authorize the System to send targeted invitation notifications for any high-touch order from a Customer. A Customer may opt out of this default behavior by contacting its sales or trading coverage. LNI applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The System will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the System will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The Participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but LNI can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or Customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or Customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

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A. Broker block notifications A trader at a Member firm using Liquidnet 5 can view and execute against broker block notifications. The criteria for receiving a broker block notification are set forth in the response to Item 7.a. of this Part III. Broker block notifications are displayed during the time period that the associated LP resting order is in effect. A broker block notification displays the symbol and side of the LP resting order. A broker block notification does not display quantity, but the system displays to the Member whether or not the broker block opportunity meets the tolerance of the Members indication. If a Member elects only to receive notification of broker block opportunities that are at or above the Members tolerance, the Member knows that any broker block opportunity meets the Members tolerance. A Member also knows that the quantity of any broker block opportunity meets the minimum broker blocks execution quantity, which is the lowest of 5,000 shares, 5% of ADV for the stock and US $200,000. A broker block notification does not display price, but the Member knows that, based on the price constraints of the LP resting order and the Members indication, a broker block accept by the Member would be executable against the LP resting order. B. Targeted invitations (i) Introduction A trader at a Member firm using Liquidnet 5 can view targeted invitations and certain information regarding the recipients of targeted invitations. A trader at a customer can view targeted invitations through the customers order or execution management system (EMS), subject to LNI and the EMS provider having implemented this functionality for the specific EMS. A qualified Member can request that LNI send targeted invitations to the Members EMS in addition to sending targeted invitations to the Member through Liquidnet 5. A targeted invitation order displays the symbol and side of the associated LNI resting order and the targeted invitation display amount, which is the greater of (i) the minimum execution size designated by the sender (see below), and (ii) the minimum order size for targeted invitations, which is the lesser of 25,000 shares and 15% of ADV. The size of a targeted invitation order can be greater than the targeted invitation display amount. A targeted invitation is only sent if the LNI resting order is executable based on the current market price and the senders price constraint. (ii) Manual targeted invitations and targeted invitations from orders There are two types of targeted invitations: * Manual targeted invitations * Targeted invitations from orders. Targeted invitations from orders are an optional parameter or configuration associated with algo, Liquidnet-only, LN auto-ex and LP resting orders. (iii) Qualifying Members Only qualifying Members and customers can receive targeted invitations. Qualifying Members and customers are determined on a quarterly basis based on a Members or customers activity during the two prior calendar quarters. To qualify for any quarter, a Member must meet either of the following conditions: * Average daily liquidity of USD $100M or more provided to Liquidnet during either of the two prior quarters * Positive action rate (PAR) of 40% or higher during either of the two prior quarters. To qualify for any quarter, a customer must have created at least nine firm orders during either of the two prior quarters. If a Member is also a customer, the qualifying Member criteria are applied instead of the qualifying customer criteria. (iv) Description of manual targeted invitation functionality Sending a manual targeted invitation notification Through the Liquidnet desktop trading application, a trader at a Member firm can send a manual targeted invitation notification to qualifying Members and customers. A targeted invitation notification relates to a specific stock. A trader at a Member or customer firm can only receive targeted invitations if the Member or customer has opted-in to this functionality through Liquidnet Transparency Controls and is a qualifying Member or customer, as set forth in Item 2.b. of this Part III. A manual targeted invitation has a notification component, as described in this section, and, if there is at least one qualifying recipient for the targeted invitation (as described below), results in a firm order in the H2O ATS (a targeted invitation order) and an indication available for matching in the Negotiation ATS. A targeted invitation order can execute against contra-side orders in the Liquidnet ATSs in the same manner as any other LNI order, subject to the following exceptions: * The notification and other provisions described in this section apply * Manual targeted invitation orders can execute against orders from liquidity partners (in the H2O ATS), subject to the Member having opted-in to interacting with liquidity partners, but if a Member has opted-in to interacting with liquidity partners, a trader at the Member firm can instruct Liquidnet that the trader does not want to interact with liquidity partners for manual targeted invitation orders. A manual targeted invitation notification is displayed during the period that the targeted invitation is in effect. Setting criteria for who can receive a targeted invitation notification This sub-section applies to the notification component of a targeted invitation. When creating a manual targeted invitation, a trader must designate a look-back period, ranging from the current trading day to the current trading day and the 90 preceding trading days. Upon request by a Member, Liquidnet can limit the Members look-back period for receiving targeted invitations based on having a prior opposite-side indication, order or execution in Liquidnet or having a prior placed-away indication. With this limitation, a Member would not receive a targeted invitation based on having an indication, order or execution in Liquidnet or having a placed-away indication prior to the Members restricted look-back period. By default, a targeted invitation notification is sent to traders at qualifying Members and customers where the recipient trader meets any of the following criteria: * Opposite-side indication in Liquidnet. LNI received an opposite-side indication from the recipient at any time during the look-back period, where the available quantity was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side indication placed away. The recipient has or had an opposite-side indication in its OMS at any time during the look-back period where the quantity placed at other brokers is or was at least the minimum negotiated execution size. * Opposite-side order in Liquidnet. LNI received an opposite-side order from the recipient at any time during the look-back period, where the order size was at least the minimum negotiated execution size (lowest of 5,000 shares, 5% of ADV and US$200,000). * Opposite-side execution in Liquidnet. The recipient executed in a Liquidnet ATS with anyone at any time during the look-back period, where the recipient executed on the opposite-side to the senders order (for example, the recipient executed a buy order and the senders targeted invitation is for a sell order) and the recipients execution quantity was at least the minimum negotiated execution size. * Executed against sender. The recipient executed in a Liquidnet ATS against the sender at any time during the look-back period, where the execution quantity was at least the minimum negotiated execution size. * Invited the sender. The recipient sent the sender a negotiation invitation or targeted invitation notification at any time during the current trading day. All targeting criteria are applied for the specific stock. The foregoing is subject to the exceptions described below. Traders with same-side indications or orders A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side indication in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side indication in that symbol. A trader is not eligible to receive a targeted invitation notification in a symbol if the trader had a same-side order in the symbol during the applicable look-back period (the shorter of the 20 prior trading days and the senders look-back period) on a more recent trading day than, or the same trading day as, the traders most recent opposite-side order in that symbol. Restricting the criteria for who can receive a targeted invitation notification Through the desktop application, a trader can restrict the recipients of a manual targeted invitation notification to recipients that meet either or both of the following criteria, as described above: * Executed against sender * Invited the sender. Targeted invitations not available where a match or broker block opportunity exists A trader can only create a manual targeted invitation based on an unmatched indication. A trader cannot create a manual targeted invitation or receive a targeted invitation notification on a stock where the trader has a matched indication in the Negotiation ATS or has received notification of a broker block opportunity in the H2O ATS. Hours of availability A trader can only create a targeted invitation during regular trading hours. Order details for a targeted invitation For any targeted invitation, a sending trader must specify the following: * Quantity. The quantity of a manual targeted invitation defaults to the traders working quantity on the indication. Quantity cannot be greater than the working quantity on the indication and cannot be less than the minimum order size for manual targeted invitations (as set forth above). * Minimum execution size. The default minimum execution size for a manual targeted invitation order is the lowest of 5,000 shares, 5% of ADV for the stock, and $200,000 principal value. A trader can adjust the minimum execution size for a manual targeted invitation to an amount that is not greater than the working quantity on the indication and not less than the default minimum execution size set forth above in this paragraph. * Limit price. At the time that a manual targeted invitation is first sent, the limit price specified by a sender must be at or above the current mid-price, in the case of a buy targeted invitation, or at or below the current mid-price, in the case of a sell targeted invitation. * Maximum number of recipients. A sender can select a maximum number of recipients for a manual targeted invitation notification. Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, Liquidnet prioritizes the recipients based on pre-set criteria, as described below. * Time-in-force. A sender must specify a time-in-force for a manual targeted invitation, which cannot be less than one minute. A targeted invitation expires upon the earlier of (i) expiration of the specified time-in-force, and (ii) the end of the current trading day. A trader may cancel a manual targeted invitation prior to the expiration of the specified time-in-force period. Expiration (or cancellation) of a manual targeted invitation results in the expiration (or cancellation) of the applicable targeted invitation notification and order. LNI may terminate a Members participation in manual targeted invitation functionality based on repeated cancelations. A trader can elect to have a manual targeted invitation order automatically canceled when all recipients have dismissed the targeted invitation notification. Prioritization of recipients Where the number of qualifying recipients exceeds the maximum number of recipients specified by the sender, the system prioritizes the recipients based on a set of prioritization rules that LNI may update from time-to-time. LNI maintains and provides to Members and customers upon request the details regarding these prioritization rules. These prioritization rules take into account the reason why the recipient received the notification (for example, based on having an opposite-side indication transmitted to LNI), whether the recipient has a current indication or order transmitted to LNI, the most recent time period during which the recipient had an indication or order, and similar factors. Notification to sender A sender is notified if there are no qualifying recipients for a manual targeted invitation. Receiving a targeted invitation notification A targeted invitation notification is notified to a qualifying Member through Liquidnet 5 or to a qualifying customer through its EMS; a qualifying Member can request that LNI also send targeted invitations to the Members EMS. The notification includes the targeted invitation display amount. A recipient is further made aware through Liquidnet 5 or its EMS, as applicable, when a targeted invitation expires. If the limit price of a manual targeted invitation is not executable at a specific time based on the current market and the senders price constraint and is still not executable on that basis after a configured period of time, the system provides the sender a notification to either adjust his or her limit price for the targeted invitation or cancel the targeted invitation. Responses by recipient A trader at a Member firm has the following two options upon receipt of a targeted invitation notification through Liquidnet 5: * Notify the sender that the recipient is interested and request more time to respond to the targeted invitation * Dismiss the notification. A trader at a customer firm does not have these options. If a trader at a Member firm dismisses a notification in a symbol, the trader cannot receive another targeted invitation notification for that symbol for the rest of that trading day, but the trader can send a targeted invitation in that symbol. A recipient at a Member or customer firm can take any other action permitted by the Liquidnet Trading Rules for that participant category, including the creation of an opposite-side indication or order, as applicable. Additional information received by the sender A sender of a manual targeted invitation is notified when a recipient indicates interest and requests more time. If a trader elects to have his or her manual targeted invitation order automatically cancelled when all recipients have dismissed the targeted invitation notification, the trader can determine that all of the targeted invitation notifications sent by the sender have been dismissed by any recipients. (v) Editing a manual targeted invitation Through the desktop application, a trader can edit any of the following fields of a manual targeted invitation: * Quantity * Minimum execution size * Limit price. (vi) Liquidity Watch and surveillance for targeted invitations Liquidnet can disable targeted invitations functionality for a Member or customer in accordance with Liquidnets Liquidity Watch and surveillance processes, as set forth in this Form ATS-N. (vii) Targeted invitations from orders Types of orders Liquidnet makes available targeted invitation functionality for the following orders: * Liquidnet-only and LN auto-ex orders * Certain categories of algo orders as notified by Liquidnet to its participants * LP resting orders. This functionality applies to these types of Liquidnet orders, whether firm or conditional. Liquidnet refers to this functionality as targeted invitations from orders. Applicability of description relating to manual targeted invitations The provisions in the sub-sections above relating to manual targeted invitations are also applicable to targeted invitations from orders, except as otherwise set forth in this sub-section. Targeted invitations from parent orders (excluding high-touch orders) For parent orders (excluding high-touch), subject to the participants consent, the system can send targeted invitation notifications to Members and customers that are qualifying recipients. The system applies the same default look-back period of 20 days for manual targeted invitations and targeted invitations from orders. The default maximum number of recipients for targeted invitations from orders is 5. Participants can modify the default configurations for targeted invitations from orders in the same manner that Members can modify the default configurations for manual targeted invitations. The minimum execution size for targeted invitations from orders is the minimum execution size for the parent order. Any configuration above for a participant applies to all targeted invitations from orders sent by the participant. Targeted invitations from high-touch orders from customers For high-touch orders, subject to the customers consent, a Liquidnet trader can elect to authorize the system to send targeted invitation notifications for a particular order. Liquidnet applies the same default configurations, and permits adjustment of configurations, as described in the section above on targeted invitations from parent orders. Cancellation of targeted invitations from orders The system will cancel any targeted invitation notifications for an order upon the occurrence of any of the following: * Remaining order size. The senders remaining order size is below the minimum order size for targeted invitations. For manual targeted invitations, the system will also cancel the targeted invitation order. For targeted invitations from orders, cancellation of the targeted invitation notification does not affect the parent order. * Cancellation of associated order. The participant cancels the associated order, and, in the case of an order other than a high-touch order, a period of three seconds has elapsed. * Expiration of associated order. The associated order expires. Notifications to senders of targeted invitations from orders A sender of a targeted invitation from a parent order created through Liquidnet 5 is notified of the following through Liquidnet 5: * Whether or not there are any qualifying recipients * When a recipient requests more time * When all recipients have dismissed the targeted invitation notification (this notification will no longer be available starting with Liquidnet version 5.21). A sender of a targeted invitation from orders where the parent order is not created through Liquidnet 5 is not notified of the items above, but Liquidnet can provide a report to a buy-side sender on T+1 as to whether or not there were any qualifying recipients for any such targeted invitations. Targeting criteria All targeting criteria described above with respect to manual targeted invitations apply to targeted invitations from orders. Receiving targeted invitations from LP resting orders and broker algo orders A Member or customer only receives notification of targeted invitations from LP resting orders and broker algo orders if the Member or customer is opted-in to interacting with LP orders and also opted-in to receiving targeted invitations.

execution_services

The H2O ATS executes trades during regular trading hours of the primary market and, for orders enabled to trade at the official closing price, for fifteen minutes after the close of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. LNI pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet Application. By default, the H2O ATS will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet Application or otherwise upon occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The Negotiation ATS permits the execution of manual negotiation orders between 9:00 am and 4:55 pm ET. The Negotiation ATS permits the execution of LPC orders between 9:30 am and 4:00 pm. The Negotiation ATS does not conduct any specific opening process that is different from its standard trading process. Trading halts The Negotiation ATS does not display matching indications, permit negotiations or execute trades during a trading halt. When a trading halt ends, the Negotiation ATS can display matches and permits negotiations and executions. Liquidnet pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet desktop application. By default, the system will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the Negotiation ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The Negotiation ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The Negotiation ATS does not conduct any specific opening process that is different from its standard trading process. Trading halts The Negotiation ATS does not display matching indications, permit negotiations, or execute trades during a trading halt. When a trading halt ends, the Negotiation ATS can display matches and permits negotiations and executions. LNI pauses all orders during a trading halt, whether or not the orders were created through the LNI desktop application. By default, the System will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the LNI desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the Negotiation ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The Negotiation ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS only executes trades during regular trading hours of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. During a trading halt, LNI pauses all orders that were created through the Liquidnet desktop trading application and cancels all orders that were not created through the Liquidnet desktop trading application. For orders created through the Liquidnet desktop trading application, by default, the system will auto-resume the Members order after the trading halt ends, but a Member can elect to change the default to require a manual resume by a trader at the Member firm or to cancel the order upon the occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS executes trades during regular trading hours of the primary market and, for orders enabled to trade at the official closing price, for fifteen minutes after the close of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. Liquidnet pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet desktop application. By default, the system will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS executes trades during regular trading hours of the primary market and, for orders enabled to trade at the official closing price, for fifteen minutes after the close of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. Liquidnet pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet desktop application. By default, the System will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS only executes trades during regular trading hours of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. During a regulatory trading halt, LNI cancels all orders. During a volatility trading halt, LNI pauses all orders that were created through the Liquidnet desktop trading application and cancels all orders that were not created through the Liquidnet desktop trading application. For orders created through the Liquidnet desktop trading application, a Member can elect whether to allow the system to auto-resume the Member's order after the volatility trading halt ends or whether to require a manual resume by a trader at the Member firm. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The Negotiation ATS does not conduct any specific opening process that is different from its standard trading process. Trading halts The Negotiation ATS does not display matching IOIs, permit negotiations, or execute trades during a trading halt. When a trading halt ends, the Negotiation ATS can display matches and permits negotiations and executions. LNI pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet Application. By default, the Negotiation ATS will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet Application or otherwise upon occurrence of the trading halt. After a trading halt, the Negotiation ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The Negotiation ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS only executes trades during regular trading hours of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. During a trading halt, Liquidnet pauses all orders, whether or not the orders were created through the Liquidnet desktop trading application. By default, the system will auto-resume all orders after the trading halt ends, but a Member can elect to manually cancel any order created through the Liquidnet desktop application upon occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS only executes trades during regular trading hours of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. Liquidnet pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet desktop application. By default, the system will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS only executes trades during regular trading hours of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. During a trading halt, LNI pauses all orders that were created through the Liquidnet desktop trading application and cancels all orders that were not created through the Liquidnet desktop trading application. For orders created through the Liquidnet desktop trading application, by default, the system will auto-resume the Members order after the trading halt ends, but a Member can elect to change the default to require a manual resume by a trader at the Member firm or to cancel the order upon the occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The H2O ATS executes trades during regular trading hours of the primary market and, for orders enabled to trade at the official closing price, for fifteen minutes after the close of the primary market. The H2O ATS does not execute an order in a stock until the primary market for the stock has opened. The H2O ATS does not conduct any specific opening process that is different from its standard trading process. LNI pauses all orders during a trading halt, whether or not the orders were created through the LNI desktop application. By default, the System will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the LNI desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the H2O ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The H2O ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The Negotiation ATS permits the execution of manual negotiation orders between 9:00 am and 4:00 pm ET. The Negotiation ATS permits the execution of LPC orders between 9:30 am and 4:00 pm. The Negotiation ATS does not conduct any specific opening process that is different from its standard trading process. Trading halts The Negotiation ATS does not display matching indications, permit negotiations, or execute trades during a trading halt. When a trading halt ends, the Negotiation ATS can display matches and permits negotiations and executions. Liquidnet pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet desktop application. By default, the System will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the Negotiation ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The Negotiation ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The Negotiation ATS permits the execution of manual negotiation orders between 9:00 am and 4:55 pm ET. The Negotiation ATS permits the execution of LPC orders between 9:30 am and 4:00 pm. The Negotiation ATS does not conduct any specific opening process that is different from its standard trading process. Trading halts The Negotiation ATS does not display matching indications, permit negotiations or execute trades during a trading halt. When a trading halt ends, the Negotiation ATS can display matches and permits negotiations and executions. During a trading halt, LNI pauses all orders that were created through the Liquidnet desktop trading application and cancels all orders that were not created through the Liquidnet desktop trading application. For orders created through the Liquidnet desktop trading application, by default, the system will auto-resume the Members order after the volatility trading halt ends, but a Member can elect to change the default to require a manual resume by a trader at the Member firm or to cancel the order upon the occurrence of the trading halt. After a trading halt, the Negotiation ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The Negotiation ATS does not conduct any specific process after a trading halt that is different from its standard trading process.

execution_services

The Negotiation ATS permits the execution of manual negotiation orders between 9:00 am and 4:00 pm ET. The Negotiation ATS permits the execution of LPC orders between 9:30 am and 4:00 pm. The Negotiation ATS does not conduct any specific opening process that is different from its standard trading process. Trading halts The Negotiation ATS does not display matching indications, permit negotiations or execute trades during a trading halt. When a trading halt ends, the Negotiation ATS can display matches and permits negotiations and executions. Liquidnet pauses all orders during a trading halt, whether or not the orders were created through the Liquidnet desktop application. By default, the system will auto-resume all orders after the trading halt ends, but a Member will be able to manually cancel any order created through the Liquidnet desktop application or otherwise upon occurrence of the trading halt. After a trading halt, the Negotiation ATS does not execute an order in a stock until the primary market for the stock has recommenced trading. The Negotiation ATS does not conduct any specific process after a trading halt that is different from its standard trading process.