The business units of National Financial Services LLC ("NFS" or the "Firm") listed below may submit orders or trading interest into the ATS. The MPID for each business unit is NFSC. Each business unit may submit orders as agent or principal. NFS may trade as riskless principal or principal, for reasons including, but not limited to, facilitation of shortened settlement or errors. The amount of NFS principal transactions within the ATS is less than one percent of the daily volume. NFS does not have a proprietary trading desk. Business units may submit orders or trading interest into the ATS either directly or indirectly, via an algorithm or smart order router, at their own discretion or at the direction of a client. Transition Management & Program Trading: The Transition Management & Program Trading desk provides electronic execution of a basket or portfolio of stocks, services to assist clients moving assets from one investment manager to another and services to assist issuers repurchasing their own stock. Equity Electronic Trading: The Equity Electronic Trading desk provides algorithmic & smart-order-routing products and consultation to NFS customers. Equity Sales Trading: The Equity Sales Trading desk provides high-touch execution services to NFS customers. Intermediary Trading: The Intermediary Trading desk provides high-touch execution services to NFS customers. Channel Block Trading: The Channel Block Trading desk provides execution services for large orders of NFS channel customers. Channel SOR: Orders submitted by the Firm's primary automated routing system, FBSI (or any successor system). 

NFS considers factors such as, but not limited to, a subscriber's business type and observed trading behavior and may: (i) limit subscribers to adding liquidity only; (ii) prohibit access to the Conditional Cross, and (iii) not make available to certain subscribers, or limit the configuration of, the counterparty permissioning. The restrictions listed above generally would not be applied to NFS business units. As relevant, NFS business units may utilize counterparty permissioning functionality, remove liquidity, and utilize the Conditional Cross. Orders submitted to the Conditional Cross through a Broker-Dealer Subscriber would receive lower priority than if the order was submitted through a business unit of NFS. 

The following Affiliates are subscribers of the ATS (parentheticals following each name lists the Affiliate' MPID(s), capacity and description): (i) Fidelity Clearing Canada ULC (FIDT & FCCU, Agency, Canadian entity engaged in broker-dealer activities); (ii) FMR Co., Inc (N/A, Agency, Investment advisor registered with the SEC); and (iii) Fidelity Management and Research Company (N/A, Agency, Investment advisor registered with the SEC). Affiliate orders routed to the ATS via Fidelity Capital Markets would reflect an MPID of NFSC. The following Affiliates may access the ATS indirectly by routing trading interest through other ATS subscribers, including the Affiliate-subscribers listed above (parentheticals following each name lists the Affiliate' MPID(s), capacity and description): (i) Fidelity Personal and Workplace Advisors LLC (N/A, Agency, Investment advisor registered with the SEC); (ii) Kezar Markets LLC (Agency & Principal, Broker-dealer registered with the SEC); (iii) Impresa Management (Agency, Investment advisor registered with the SEC); (iv) Fidelity Personal Trust Company (Agency, Domestic trust company); (v) Fidelity Management & Research (Japan) Limited (Agency, Investment advisor registered with the SEC); (vi) Fidelity Management & Research (Hong Kong) Limited (Agency, Investment advisor registered with the SEC); (vii) Fidelity (Canada) Asset Management ULC (Agency, Canadian entity engaged in investment advisory activities); (viii) Fidelity Institutional Asset Management Trust Company (Agency, Domestic trust company); (ix) FIAM LLC (Agency, Investment advisor registered with the SEC); (x) Ballyrock Investment Advisors LLC (Agency, Investment advisor registered with the SEC); (xi) Fidelity Global Brokerage Group, Inc. (Domestic entity engaged in securities activities); (xii) Fidelity Investments Canada, ULC (Agency, Canadian entity engaged in investment advisory activities.); (xiii) Fidelity Management Trust Company (Agency, Domestic Trust Company);(xiv) Fidelity Distributors Corporation (Agency, Investment advisor registered with the SEC); (xv) FMR Investment Management (UK) Limited (Agency, Investment advisor registered with the SEC); (xvi) Strategic Advisers LLC (Agency, Investment advisor registered with the SEC); (xvii) Fidelity Investments Institutional Services Company, Inc. (Agency, Investment advisor registered with the SEC); (xviii) Fidelity Institutional Wealth Adviser LLC (Agency, Investment advisor registered with the SEC); (xix) Fidelity Brokerage Services LLC (FIBS, Agency, Broker-dealer registered with the SEC); and (xx) Digital Brokerage Services LLC (DIBS, Agency, Broker-dealer registered with the SEC). (xxi) Green Pier Fintech LLC, (PIER) (Agency, Broker-Dealer registered with the SEC); (xxii) Fidelity Diversifying Solutions LLC (Agency, Investment Advisor registered with the SEC). Affiliate orders routed to the ATS via another Subscriber would reflect the MPID of that Subscriber. 

NFS considers factors such as, but not limited to, a subscriber's business type and observed trading behavior and may: (i) limit subscribers to adding liquidity only; (ii) prohibit access to the Conditional Cross, and (iii) not make available to certain subscribers, or limit the configuration of, the counterparty permissioning. The restrictions listed above generally would not be applied to NFS affiliates. As relevant, NFS affiliates may utilize counterparty permissioning functionality, remove liquidity, and utilize the Conditional Cross. 

Generally, following request to NFS, counterparty permissioning is configured at the account-level, FIX session-level, or through the use of specific FIX tags. NFS permits subscribers to elect not to, or to only, interact with certain other subscribers or groups of subscribers. A subscriber electing to not interact with NFS orders marked as Principal ("NFS Principal" default counterparty group) will not interact with principal trading interest of NFS. NFS, in its sole discretion, may limit a particular subscriber's use of counterparty permissioning functionality based on factors such as a subscriber's business type or observed trading behavior. 

Subscribers may elect to not interact with certain segments of subscribers. The ATS does not support a segment that includes all Affiliates of NFS. However, to the extent an Affiliate's orders are included in a particular segment, electing to not interact with that segment would result in the subscriber not interacting with that any Affiliate included in that segment. For example, if a subscriber elects to not interact with Channel SOR Orders, that subscriber would not interact with Fidelity Brokerage Services LLC, but could still interact with other Affiliates represented in other segments. 

The Firm does not permit all subscribers to utilize counterparty permissioning and considers each request on a case-by-case basis dependent on factors including but not limited to a subscriber's business type or the quality of the business opportunity. The ATS does not have a default counterparty group which allows a subscriber to opt out of interaction with orders and trading interest of the NFS or an affiliate of NFS. However, given NFS's willingness and ability to support, this could be created through a custom counterparty group (see Item III Part 13). 

(i) Barclays Capital, Inc. (LCX)( Broker Dealer, Bilateral); (ii) Deutsche Bank Securities Inc. (Broker Dealer, Bilateral); (iii) ITG, Inc. (Broker Dealer, Bilateral); (iv) KCG Americas, LLC (Broker Dealer, Bilateral); (v) UBS Securities, LLC (Broker Dealer, Bilateral); (vi) Morgan Stanley & Co. LLC (Broker Dealer, Bilateral); (vii) Virtu Financial Capital Markets (Broker Dealer, Bilateral). The subscribers identified above have entered into bilateral agreements with the Firm governing each party's access to the other party's market center(s). These agreements do not, however, obligate either party to submit order interest to the other party, nor do they provide special or preferential access to market centers operated by the parties (e.g., the ATS). Rather, these agreements simply provide bilateral terms (e.g., limitation of liability, indemnity, governing law, etc.) governing the relationship between NFS and the relevant party. 

NFS offers the following electronic trading products or services that allow Subscribers to submit order or trading interest to the ATS. Smart order routers that automate the process of handling market bound orders. Algorithms that automate the process of executing a large order over time using smaller orders. Trading desks that are physical employees accepting and trading orders. Market access products enable FIX connectivity and provide the ability to send orders to specific trading venues indicated by the client or determined by trading products or services. Additionally, the market access products perform systematic checks, prior to routing to ATS, to ensure orders comply with regulatory requirements for SEC Rule 15c3-5, including checks for maximum trade size and price variance. Please see Part III Item 2 and 5 for more detail. Terms and conditions for all products or services are the same for all subscribers, only fees may vary. All orders and trading interest entered into the Conditional Cross are prioritized in part on tier. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency and Channel SOR Orders (first priority, shared); (ii) Broker-Dealer Subscriber; and (iii) NFS Principal. In order for a Subscriber to access any of these products or services, they will need to sign an Electronic Trading Agreement or similar document with the Firm. Generally the agreement establishes NFS's expectations of the client, limits NFS's liability, and details the fee arrangement among other topics. The minimum order quantity is 100 shares. NFS may limit the maximum order size, share size or notional dollar amount, of certain Subscribers in order to comply with market access requirements. Decisions to limit the maximum order size may be based on factors including, but not limited to, rolling ADV of ATS eligible stock, a client's assets under management or net capital. 

NFS and its affiliates may not be required to sign Electronic Trading Agreement to access the services or products. Generally the agreement establishes NFS's expectations of the client, limits NFS's liability, and details the fee arrangement among other topics. The Electronic Trading Agreement is applicable to all NFS electronic brokerage products. Additionally, fees for using services may differ among subscribers. Please see Part III Item 2 for more detail on compliance and risk requirements. 

Fidelity Global Brokerage Group, the owner of NFS, offers a service known as Fidelity Service Bureau. Fidelity Service Bureau ("FSB") offers its clients connectivity to a number of broker products and ATSs including CrossStream. FSB clients would need to execute an Electronic trading agreement ("ETA") with NFS in order to instruct FSB to direct orders to CrossStream or other trading products that enter orders to CrossStream. Please see Part II, Item 5a and Part II Item 2 for additional information on ETA. 

A subscriber must separately be a client of FSB to utilize the services discussed in Item 5(c) above. 

The following Broker-Dealer operator personnel may have access to information about trading interest submitted to the ATS: i. Fidelity Capital Markets Equity Trading and Operations- Responsible for monitoring trading connections and addressing client trading issues. ii. Fidelity Brokerage Technology - Responsible for real-time diagnostics, system development, hardware maintenance, and monitoring of the ATS. iii. Fidelity Capital Markets Product Development and Data Science- Responsible for the generation and distribution of pre- and post-trade transaction cost analysis in addition to product-specific functionality. iv. Fidelity Risk & Compliance- For monitoring purposes. 

The Firm licenses a FIX engine from Itiviti. The FIX engine provides connectivity with subscribers' order-originating systems and transformation of FIX messages to/from internal data structures. See Items 6 and 11 of Part III for additional information regarding connectivity to the ATS and the ATS' trading facilities. The Firm receives CTA and UTP market data from the SIP system. To manage market data and orders, the ATS utilizes kdb+ and kdb+tick database, programming and query environments from Kx Systems. See Part III Item 23 for additional information. The Firm leases physical space in Cyxtera and Equinix data centers to host the servers which operate the ATS. Cyxtera and Equinix provide connectivity services to the ATS. See Part III Item 6 for additional information. 

In General. Access to subscriber confidential trading information is only granted to employees directly involved in ongoing ATS operations (product, technology, reporting, client coverage, etc.). For a complete list of employee groups that may have access to confidential trading information please see Part II Item 7d. Any access request to the ATS system or related system that would contain confidential trading information is reviewed by line supervisor and product or database owner to determine whether the employee requires access to the specified system. In addition, access to the relevant systems is reviewed twice a year by NFS management, as well as following certain employee role changes, and may be adjusted as needed. NFS has also implemented controls to ensure that certain actions, transactions and/or critical business functions that support NFS' proprietary information assets and resources are traceable to an individual user or account. The System. The ATS is operated independently from NFS's other electronic trading products (e.g. algorithms, smart order router). Firm policy prohibits unauthorized access or use of subscriber confidential trading information. Access to subscriber confidential trading information is only granted to employees directly involved in ongoing ATS operations (product, technology, reporting, etc.). Any subscriber confidential trading information accessed by employees is used only to support ATS operations. NFS maintains a system of procedures, including individual access control requests, periodic reviews of existing system access, employee trading surveillance to prevent the unauthorized access of subscriber confidential trading information and to surveil the use of such information by NFS personnel authorized to access such information. Participants access the ATS through point-to-point network cross connects, managed private networks, or over secure Internet connections. Data in transit over the Internet is encrypted. In addition, the ATS employs firewalls to isolate the ATS systems from the Internet. ATS systems are also kept current with the latest released patches to help keep the systems secure. The ATS identifies cybersecurity risk using a company-wide approach that starts with understanding the business risks and then clearly identifying the assets, systems, and capabilities we protect, and the parties dedicated to protecting them. We focus on the following areas: Asset Management (i.e. data, personnel, devices, systems and facilities), Business Environment, Governance, Risk Assessment, and Risk Management Strategy. The extensive controls and risk management programs we have in place are aligned to the cybersecurity framework established by the National Institute of Technology and Standards (NIST). The framework is Identify, Protect, Detect, Respond, and Recover. This framework is used to understand the current state of cybersecurity risks, identify opportunities to achieve a desired future state, and continuously keep up with the ever-changing threat landscape. The ATS system is hosted in Cyxtera and Equinix data centers and subject to high security standards, including video surveillance, 24x7 armed security, and multi-factor physical access. The physical and operational security controls at these data centers are assessed by independent third parties annually. The facilities maintain multiple backup power systems to help ensure continuous operation in the event of electrical power failure. FMR maintains a Rules for Employee Investing Policy (the "EIP") which covers employees of all U.S. subsidiaries, including NFS, regardless of their role or responsibilities. Employees must complete policy training at onboarding and on an annual basis are required to complete a compliance questionnaire that includes acknowledgement of their adherence to this policy. The EIP is designed to encourage long-term investments, generally prohibit employees from engaging in excessive trading, and prevent the misuse of confidential trading information. The EIP requires employees to maintain brokerage accounts only at firm that have agreed to provide NFS daily trading information for employee personal accounts. EIP covered securities, which includes a majority of symbols eligible for trading in the ATS, are subject to a 60-day holding period and NFS employees are required to preclear any trade prior to placing an order. Employees must receive confirmation approving a covered transaction before executing the transaction and employee transactions are periodically reviewed for, amongst other things, misuse of confidential information. Violation of any company policy, and any other form of misconduct, may lead to disciplinary or corrective action up to and including dismissal. 

As detailed below, employees from Fidelity legal entities, National Financial Services (NFS) and Fidelity Technology Group (FTG) have access to the ATS trading information. The following personnel (employing entity noted in parentheses)have access to real-time and historical information about ATS orders, trading interest, and executions. This access is granted on a system basis and not controlled for at the client level. i. Fidelity Capital Markets Equity Trading and Operations (NFS)- Responsible for monitoring ATS connections, addressing client trading issues, and complying with regulatory reporting requirements. ii. Fidelity Brokerage Technology (NFS)- Responsible for real-time diagnostics, system development, and monitoring of the ATS. iii. Fidelity Capital Markets Equity Product Development and Data Science (NFS)- Responsible for the generation and distribution of pre- and post-trade transaction cost analysis in addition to product-specific functionality. iv. Fidelity Management Information Systems (NFS)- Reporting for senior management. v. Fidelity Risk & Compliance (NFS)- For monitoring purposes. vi. Enterprise Infrastructure (FTG) - Responsible for real-time diagnostics of servers and hardware maintenance. vii. Enterprise Cybersecurity (FTG) - Responsible for monitoring hardware and relevant systems for cybersecurity threats. NFS offers algorithms, smart order routers, trading desks and market access products which can transmit orders and trading interest to the ATS. These systems have access to a Subscribers' confidential trading information to the extent any orders handled by the system are routed to the ATS. Infrastructure and connectivity systems operated by NFS (RouteHUB, FuseBox, etc.) have real-time access to information about ATS orders, executions, and trading interest. Historical information about ATS orders, executions, and trading interest is transmitted to other Fidelity systems and used for reporting and analysis by the persons listed above as relevant. 

Only clients of NFS with accounts approved for trading may be subscribers of the ATS. Prior to establishing a trading account for a prospective client/subscriber, NFS may, to the extent applicable, require (1) the client's name, address and other identifying information, as well as the name of any adviser/agent authorized to trade for the account; (2) a Taxpayer Identification Number or equivalent; (3) the type of client, e.g., registered investment adviser, registered broker-dealer, etc.; (4) the names of the persons designated by the client for trading authorization; (5) delivery vs. payment ("DVP") and receipt vs. payment ("RVP") (clearing) instructions; and (6) a completed account application, client agreement and supplementary documentation, as appropriate. NFS does not admit natural persons as subscribers to the ATS. Prospective clients must be in compliance with NFS's AML/KYC/CIP policies. In addition, a prospective subscriber's Asset Under Management or Net Capital is also reviewed to ensure the prospect presents an acceptable risk profile. NFS may perform additional background checks (e.g., in addition to the reviews noted above) on prospective subscribers. These background checks may include an assessment of the prospective subscriber's regulatory history and any other news items and information relating to the prospective subscriber. Based on the results of such background checks, NFS may decide to reject a prospective subscriber. 

NFS retains the right to refuse any prospective subscriber in its sole discretion based on factors such as but not limited to the prospective subscriber's business type. For example, NFS may refuse prospective subscribers who identify as electronic market makers. Additionally, NFS may subject subscribers to different onboarding standards based on type of entity (e.g., NFS may require FOCUS reports from prospective subscribers that are registered broker-dealers and may not require lists of authorized traders from such broker-dealers) and may generally apply different standards of admission when onboarding an affiliate. 

Subscribers may be excluded from the ATS, or from utilizing any ATS functionality, at any time and for any reason subject to NFS' sole discretion. NFS considers factors such as but not limited to a subscriber's business type and observed trading behavior and may: (i) limit subscribers to adding liquidity only; (ii) prohibit access to the Conditional Cross, and (iii) not make available to certain subscribers, or limit the configuration of, the counterparty permissioning. For example, if a Subscriber exhibits aggressive trading behavior in either the Continuous or Conditional cross (e.g. abnormally high messaging rates, atypical post-execution price reversion, etc.), they may be excluded from the ATS or limited to adding liquidity only. Another example, if a Subscriber of the Conditional Cross exhibit low firm up rates, then they may be restricted from access to Conditional Cross. Additionally, if a subscriber fails to meet any of the terms specified in the Electronic Trading Agreement (see Item II, Part 5b) or not meet other requirements for onboarding on a continuous basis, then they may be excluded from the ATS. Subscribers that have entered into an account, clearing or other agreement with NFS may be terminated as clients or correspondents (and, as such, will no longer be ATS subscribers) for breach of their agreement(s) with NFS. Additionally, NFS may exclude a specific subscriber from accessing the ATS for, among other reasons, credit or other risk or negative news events relating to the subscriber (including regulatory actions, governmental sanctions or prohibitions). 

Decisions for access and exclusion are made by NFS on a case by case basis and are dependent on factors such as but not limited to (i) the customer's business type, (ii) the expected and measured trading behavior, and (iii) the quality of the business opportunity. 

The ATS accepts orders from 8:00 a.m. to 4:00 p.m. The ATS executes orders from 9:30 a.m. to 4:00 p.m. The ATS observes NYSE's holiday and early close schedule. In addition, the ATS may not accept orders if there are system issues or market disruptions that warrant a cessation of trading. 

Subscribers may directly access the ATS via Financial Information eXchange ("FIX") protocol. The ATS operator supports FIX version 4.2. All other means of entry ultimately access the ATS via FIX connection as well, albeit through another electronic trading product (described in Part II, Item 5a). While the firm does not offer any co-location services, the data center provider used by the ATS does offer such services and subscribers who have a point-of-presence in the same data center may cross-connect through the data center provider. 

Yes. NFS may offer smart order routers, algorithms, market access products, order management systems, and sales desks which are able to access the ATS. Please see Part II Item 5 for more detail. Clients are required to sign an Electronic Trading Agreement before using these services and may be charged a higher fee for using several services as opposed to one (see Part III Item 19). There are no products or services accessing the ATS offered by an NFS broker-dealer affiliate or a third-party contracting with NFS. 

NFS' affiliates may not be required to sign Electronic Trading Agreement to access the ATS. NFS offers smart order routers, algorithms, trading desks, and market access products which have the ability to send orders and trading interest to the ATS. Terms and conditions for the subscribers entering orders into the Continuous Cross are the same for all subscribers, only the fees may vary. All orders and trading interest entered into the Conditional Cross are prioritized based on tier. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency and Channel SOR Orders (first priority, shared); (ii) Broker-Dealer Subscriber; and (iii) NFS Principal. As a result, if a Broker-Dealer Subscriber enters an order or trading interest directly into the Conditional Cross, they will receive lower priority than if they entered the same order with a business unit of NFS. 

While the firm does not offer any co-location services, the data center provider used by the ATS does offer such services and subscribers who have a point-of-presence in the same data center may cross-connect through the data center provider. 

Standard Cross Order Types. The Standard Cross supports three basic firm order types: (i) limit orders, (ii) market orders, and (iii) pegged orders, which includes unpriced pegged orders, pegged limit orders and pegged discretionary orders. Orders may also be designated as add liquidity only orders ("ALO Orders"). Orders may have a time-in-force of "day" or immediate-or-cancel ("IOC"). Pegged orders are derived limit orders pegged to the national best bid ("NBB"), national best offer ("NBO") or midpoint of the NBBO. A subscriber may designate an ultimate limit price for each pegged order. Pegged discretionary orders are pegged orders with an additional higher (buy) or lower (sell) price at which the order may be executed if the order cannot be executed with a contra side order at the pegged order's derived limit price (e.g., peg order to buy at the midpoint of the NBBO with discretion to the NBO). Pegged discretionary orders may only permit discretion to the NBB, NBO or midpoint of the NBBO. At no time will a peg or discretion instruction violate a client's ultimate limit price. ALO Orders may only add liquidity to the ATS and will not be matched with a contra-side order if the effect would be to remove liquidity from the ATS. ALO Orders may not cross with other orders during a locked market, even if adding liquidity. Where, upon receipt, an ALO order is marketable against trading interest on the ATS the ATS will accept the ALO order for further processing (e.g., potential matching). ALO Orders will remain in the system until cancelled or matched with a counterparty. Generally, for two given orders, the order received first will be deemed to be adding liquidity. Where orders have a discretionary instruction, activation of the discretionary price will be deemed to be removing liquidity regardless whether the order was received first or second. However, if both orders in a cross have their discretionary prices activated, then order receipt time again determines which order adds or removes liquidity. Orders that are derivatively priced will be treated as if cancelled and replaced for each price change and, accordingly, will vary from adding to removing liquidity without regard to whether such order was originally received first or second. A cancel replace will reset the order's time stamp. Conditional Cross Order Types. The Conditional Cross supports conditional, or "non-firm," orders ("Conditional Orders") and "Firm-Up Orders" submitted in response to proposed matches (as further discussed herein). Neither Conditional Orders nor Firm-Up Orders may be designated as ALO Orders. Conditional Orders and Firm-Up Orders may be designated as day or IOC. Additionally, subscribers may direct Conditional Orders and Firm-Up Orders to automatically cancel upon expiration of a time period specified by the ATS of one second or less ("Slow IOC Orders"). Conditional Orders and Firm-Up Orders must be pegged to the midpoint of the NBBO and may include an ultimate limit price. Subscribers may specify a minimum acceptable quantity ("MAQ") for orders submitted to the Conditional Cross. Display. The ATS does not display orders or trading interest entered into the Continuous Cross. In the Conditional Cross, where a Conditional Order is eligible to cross, whether with a Firm-Up Order or another Conditional Order, the ATS will systematically send a notice to the subscriber notifying it of the initial match (via FIX). Only direct Subscribers or the broker-dealer operator can receive invites messages. The invite message is a standard FIX execution report and contains the Client's Order ID, NFS Order ID, Leaves Quantity, Conditional Order Quantity, Conditional Order Limit Price, Side, Symbol, Invite Message Timestamp, Executing Broker, and a custom field indicating that the message is an invite message. There is no information pertaining to the counterparty or potential execution size. The subscriber will then have a system-determined time period of less than 1 second to "firm-up" by submitting a firm order, either manually or systematically, in response to the proposed match (such orders, "Firm-Up Orders"). No orders are eligible to route to other trading centers. Cancelling and replacing an order will result in a new time stamp. Standard Cross Order Interaction. The Standard Cross prioritizes orders based on the following factors, in the following order: (i) price and (ii) PWAP. Orders with the highest (buy) or lowest (sell) price have priority over lower (buy) or higher (sell) priced orders. When two or more orders, neither of which have price priority, may be executed at the same execution price, the order selected based on its PWAP has priority (see examples 2 through 3). An order's PWAP is a ranking provided by the ATS based on the percentage of shares to buy or sell that an order represents in a given security, at a given price. Upon receipt of an incoming order, the competing orders on the ATS are ranked, within the same price level, based on iterative, random selection. For example, if there were three buy orders in the ATS for a security at the same price level, order A with 5,000 shares, order B with 3,000 shares and order C with 2,000 shares, the probability that order A is selected first (and assigned priority at that price) is 50% (5,000 shares / total 10,000 shares at that price). The probabilities that orders B or C are selected first are 30% and 20%, respectively. If order A is selected first, the probabilities that orders B or C are selected second are 60% (3,000 shares / remaining 5,000 shares) and 40%, respectively. If order B is selected first, the probabilities that order A or C are selected second are 71% (5,000 shares / remaining 7,000 shares) and 29%, respectively. Please see examples 2 and 3. Example 1: NBBO is $20.00 x $20.05. ATS receives limit order to buy 1,000 shares at $20.01. ATS receives limit order to buy 5,000 shares at $20.00. ATS receives limit order to sell 500 shares at $20.00. First buy limit order has limit price priority and receives fill of 500 shares at $20.01. Example 2: NBBO is $20.00 x $20.05. ATS receives limit order A to buy 1,000 shares at $20.05. ATS receives limit order B to buy 5,000 shares at $20.05. ATS receives limit order to sell 500 shares at $20.05. Each buy order will be assigned a PWAP. Order A will have a 17% (1,000 shares / total shares of 6,000) chance of being randomly selected by the ATS and order B will have an 83% (5,000 shares / total shares of 6,000) chance of being randomly selected by the ATS. If order A is matched with the incoming order, order A will buy 500 shares. The remaining shares of orders A and B will be assigned a new PWAP to determine priority for any subsequent executions. Example 3: NBBO is $20.00 x $20.05. ATS receives limit order to buy 1,000 shares at $20.05 (Order A). ATS receives limit order to buy 5,000 shares at $20.05 (Order B). ATS receives limit order to sell 500 shares at $20.05. Each buy order will be assigned a PWAP: Order A will have a 17% (1,000 shares / Total shares of 6,000) chance of being randomly selected by the ATS and Order B will have an 83% (5,000 shares / Total shares of 6,000) chance of being randomly selected by the ATS. Order B is matched with the sell order. ATS then receives limit order to sell 300 shares at $20.04. Each buy order will be assigned a PWAP. Order A will have an 18% (1,000 shares / total shares of 5,500) chance of being randomly selected by the ATS and Order B will have an 82% (4,500 shares / total shares of 5,500) chance of being randomly selected by the ATS. The ATS will match the sell order with whichever buy order has higher priority based on its PWAP. The remaining shares of orders A and B will be reassigned PWAPs. Where two orders may be matched, the order deemed to be removing liquidity will, subject to the terms of the orders and any applicable laws, rules or regulations, receive all available price improvement. Example 4: NBBO is $20.00 x $20.05. ATS receives a day order with market pricing to buy. ATS then receives a day order with market pricing to sell. Orders are executed at $20.05. Example 5: NBBO is $20.00 x $20.05. ATS receives a day order with market pricing to buy. ATS then receives a day order with limit pricing to sell at $20.02. Orders are executed at $20.05. Example 6: NBBO is $20.00 x $20.05. ATS receives limit order to buy at $20.03. ATS then receives limit order to sell at $20.01. Orders are executed at $20.03. Example 7: NBBO is $20.00 x $20.05. ATS receives a buy order pegged to the NBB, with discretion to the midpoint of the NBBO. ATS then receives a sell order pegged to midpoint of the NBBO. Orders are executed at $20.025. Example 8: NBBO is $20.00 x $20.05. ATS receives a buy order pegged to the midpoint of the NBBO. ATS then receives a sell order pegged to the NBO, with discretion to the midpoint of the NBBO. Orders are executed at $20.025. Conditional Cross Order Interaction. The Conditional Cross prioritizes orders based on the following factors, in the following order: (i) price and (ii) order type, with Firm-Up Orders having priority over Conditional Orders. Amongst Firm-Up Orders on price parity, orders are prioritized based on the following factors, in the following order (a) tier, (b) size, and (c) time. Amongst Conditional Orders on price parity, orders are invited to firm-up based on the following factors, in the following order ("Invitation Logic"): (w) tier, (x) imbalance, (y) size and (z) time. Where two Firm-Up Orders are eligible to cross, the orders will be executed immediately at the midpoint of the NBBO. Where a Conditional Order is eligible to cross, whether with a Firm-Up Order or another Conditional Order, the ATS will send a notice to the subscriber notifying it of the initial match. The subscriber will then have a system-determined time period of less than 1 second to "firm-up" by submitting a firm order in response to the proposed match (such orders, "Firm-Up Orders"). The Firm-Up Order may include a different size, MAQ, time-in-force and/or ultimate limit price from the original Conditional Order. If each side of the proposed match, as relevant, submits a Firm-Up Order within the required time period, and provided that each side meets any specified MAQ associated with the contra-side order, the ATS will execute the orders at the midpoint of the NBBO at the time of execution (assuming the midpoint of the NBBO remains an eligible execution price). Orders entered into the Conditional Cross, including Firm-Up Orders, may only be executed against other orders in the Conditional Cross. Only Eligible Orders Matched. To the extent that any ATS order may not, by law, rule, regulation or the terms of the order, be crossed with another order, or may not be crossed at a particular price, then such orders will be ineligible for matching or the price adjusted to a permissible price. The ATS will apply the priorities detailed above with respect to eligible orders and prices only. In certain circumstances, orders may be ineligible to interact with certain other orders. The ATS will not execute any order outside the NBBO, except when the quotation being traded through is from an automated trading center to which the Firm has declared self-help. In each such instance, the ATS will disregard these quotations in determining the best bid or offer. The ATS accepts orders marked "short exempt" and may execute such orders at the NBB when a circuit breaker is in effect. Orders within the ATS are not eligible for routing to other Trading Centers. 

NFS considers factors such as, but not limited to, subscriber business type and observed trading behavior :and may: (i) limit subscribers to adding liquidity only; and (ii) prohibit access to the Conditional Cross. There is no ATS functionality available to only NFS (e.g. all order types available to NFS are available to each subscriber). 

The minimum order quantity is 100 shares. NFS may limit the maximum order size, share size or notional dollar amount, of certain Subscribers in order to comply with market access requirements. Decisions to limit the maximum order size may be based on factors including, but not limited to, rolling ADV of ATS eligible stock, a client's assets under management or net capital. 

The minimum order quantity is 100 shares for all Subscribers and the Broker-Dealer Operator. The maximum order quantity may be different for each Subscriber and the Broker-Dealer operator. 

The ATS will not accept new odd-lot orders. If an order enters as a round or mixed lot and receives a partial execution which results in the order becoming an odd-lot, that odd-lot order will remain executable in the book and matched according to the standard matching logic. 

Mixed lots are treated the same as other orders in accordance with the matching logic. For prioritization and matching details please see the response to Part III Item 7. 

The ATS does not send or receive any IOI's, but does support Conditional Orders in the Conditional Cross. The Conditional Cross prioritizes orders based on the following factors, in the following order: (i) price and (ii) order type, with Firm-Up Orders having priority over Conditional Orders. Amongst Firm-Up Orders on price parity, orders are prioritized based on the following factors, in the following order (a) tier, (b) size, and (c) time. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency (NFS orders marked as agency) and Channel SOR Orders (Orders submitted to the ATS only by NFS' primary automated routing system, FBSI (or any successor system)); (ii) Broker-Dealer Subscriber (Orders submitted by non-NFS broker-dealers who are subscribers to the system (includes orders marked as "agent" or "principal")); (iii) NFS Principal (NFS orders marked as principal, see Part II Item 1 for detail). Tiers assignments are non-discretionary; there is no method to override an assignment. Amongst Conditional Orders on price parity, orders are invited to firm-up based on the following factors, in the following order ("Invitation Logic"): (w) tier, (x) imbalance, (y) size and (z) time. Where two Firm-Up Orders are eligible to cross, the orders will be executed immediately at the midpoint of the NBBO. Where a Conditional Order is eligible to cross, whether with a Firm-Up Order or another Conditional Order, the ATS will systematically send a notice to the subscriber notifying it of the initial match (via FIX). Only Subscribers or the broker-dealer operator can receive invites messages. The invite message is a standard FIX execution report and contains the Client's Order ID, NFS Order ID, Leaves Quantity, Conditional Order Quantity, Conditional Order Limit Price, Side, Symbol, Invite Message Timestamp, Executing Broker, and a custom field indicating that the message is an invite message. There is no information pertaining to the counterparty or potential execution size. The subscriber will then have a system-determined time period of up to 1 second to "firm-up" ("firm-up window") by submitting a firm order, either manually or systematically, in response to the proposed match (such orders, "Firm-Up Orders"). The Firm-Up Order may include a different size, MAQ, time-in-force and/or ultimate limit price from the original Conditional Order. If each side of the proposed match, as relevant, submits a Firm-Up Order within the firm-up window, and provided that each side meets any specified MAQ associated with the contra-side order, the ATS will execute the orders at the midpoint of the NBBO at the time of execution (assuming the midpoint of the NBBO remains an eligible execution price). Conditional Orders are cancelled by the system upon receipt of a corresponding Firm-Up order or at the expiry of the firm-up window. Submitting a Firm-Up order in response to an invite message may not result in an execution. For example, the ATS receives a Conditional Order to buy 10,000 shares (Buyer A). Then the ATS receives a Conditional Order to sell 10,000 shares (Seller A). Seller A and Buyer A will receive invite messages. Seller A submits a Firm-Up order for 10,000 shares and its Conditional Order is cancelled by the system. Buyer A does not submit a Firm-Up order. The firm-up window expires and Buyer A's Conditional Order is cancelled by the system. There is no execution. Seller A's Firm-Up order will remain executable in the system according to order instructions. For example, the ATS receives a Conditional Order to buy 10,000 shares (Buyer A) and a Conditional Order to buy 15,000 shares (Buyer B). Then the ATS receives a Conditional Order to sell 50,000 shares (Seller A). Seller A, Buyer A, and Buyer B will receive invite messages. Seller A submits a Firm-Up order for 50,000 shares and its Conditional Order is cancelled by the system. Buyer A then submits a Firm-Up order for 50,000 shares (larger than their Conditional Order of 10,000 shares) and its their Conditional Order is cancelled by the system. The system will execute the two Firm-Up orders immediately. Buyer B then responds to the invite message by submitting a Firm-Up order for 15,000 shares and its Conditional Order is cancelled by the system. Buyer B's Firm-Up order will receive no execution and will remain executable in the system. Orders entered into the Conditional Cross, including Firm-Up Orders, may only be executed against other orders in the Conditional Cross. NFS's algorithms and smart order router can enter Conditional and Firm-Up orders into the Conditional Cross. If an algorithm or smart order router submits a Conditional Order and subsequently receives an invite, it generally submits a corresponding Firm-Up order. The Firm-Up order may have a different limit price or quantity than the original Conditional Order depending on parent order urgency and market conditions. In some cases, the algorithm or smart order router may not submit a Firm-Up order due to a change in parent order urgency or market conditions from the time of invite. 

All orders and trading interest entered into the Conditional Cross are prioritized based on tier. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency and Channel SOR Orders (first priority, shared); (ii) Broker-Dealer Subscriber; and (iii) NFS Principal. As a result, if a Broker-Dealer Subscriber enters an order or trading interest directly into the Conditional Cross, they will receive lower priority than if they entered the same order through a business unit of NFS that would be an NFS agency order. 

Pre-open, the ATS only accepts Day orders, IOC orders are rejected. The ATS initiates trading ("opens") on a security-by-security basis. For NMS stocks where NYSE or AMEX is the primary listing exchange, the ATS will initiate trading after the earlier of (x) receipt of the first trade report from the listing exchange and (y) 15 seconds after the first quote on the primary exchange received during regular market hours (e.g., 9:30 am to 4:00 pm ET). For all other NMS stocks, the ATS will initiate trading after the earlier of (x) receipt of the first trade report from the listing exchange and (y) 9:30:15 am ET. Once a stock is open, orders will be executed based on the crossing session (continuous or conditional) specific matching and prioritization logic; the ATS does not perform an opening cross or auction. For halted stocks, the ATS will resume trading in stocks after the primary exchange indicates that trading has resumed. Once trading has resumed, orders will be executed based on the crossing session (continuous or conditional) specific matching and prioritization logic; the ATS does not perform an opening cross or auction. 

The ATS uses the standard matching and prioritization logic. The Subscriber removing liquidity will receive all available price improvement. There is no logic specific to the beginning of trading. 

The ATS offers two distinct crossing sessions: (i) the firm-order continuous cross (the "Standard Cross," market as "CrossStream") and (ii) the conditional-order continuous cross (the "Conditional Cross," marketed as "CrossStreamBLOX") that support trading in all NMS stocks except those identified as when issued or when distributed. Both sessions operate as a limit order matching book. Orders submitted to the ATS must be designated for one of the two crossing sessions, which may be done by use of an order instruction only eligible for a particular crossing session. Orders submitted to one crossing session do not interact with orders submitted to the other crossing session. By default, an order within a crossing session is eligible to cross with all other orders. Counterparty filtering may be added which restricts crossing with certain counterparties. 

NFS considers factors such as but not limited to a subscriber's business type and observed trading behavior and may: (i) limit subscribers to adding liquidity only; (ii) prohibit access to the Conditional Cross, and (iii) not make available to certain subscribers, or limit the configuration of, the counterparty permissioning. The restrictions listed above generally would not be applied to the Broker Dealer operator. As relevant, the Broker Dealer operator may utilize counterparty permissioning functionality, remove liquidity, and utilize the Conditional Cross. 

Standard Cross Order Interaction. The Standard Cross prioritizes orders based on the following factors, in the following order: (i) price and (ii) PWAP. Orders with the highest (buy) or lowest (sell) price have priority over lower (buy) or higher (sell) priced orders. When two or more orders, neither of which have price priority, may be executed at the same execution price, the order selected based on its PWAP has priority (see examples 2 through 3). An order's PWAP is a ranking provided by the ATS based on the percentage of shares to buy or sell that an order represents in a given security, at a given price. Upon receipt of an incoming order, the competing orders on the ATS are ranked, within the same price level, based on iterative, random selection. For example, if there were three buy orders in the ATS for a security at the same price level, order A with 5,000 shares, order B with 3,000 shares and order C with 2,000 shares, the probability that order A is selected first (and assigned priority at that price) is 50% (5,000 shares / total 10,000 shares at that price). The probabilities that orders B or C are selected first are 30% and 20%, respectively. If order A is selected first, the probabilities that orders B or C are selected second are 60% (3,000 shares / remaining 5,000 shares) and 40%, respectively. If order B is selected first, the probabilities that order A or C are selected second are 71% (5,000 shares / remaining 7,000 shares) and 29%, respectively. Please see examples 2 and 3. Example 1: NBBO is $20.00 x $20.05. ATS receives limit order to buy 1,000 shares at $20.01. ATS receives limit order to buy 5,000 shares at $20.00. ATS receives limit order to sell 500 shares at $20.00. First buy limit order has limit price priority and receives fill of 500 shares at $20.01. Example 2: NBBO is $20.00 x $20.05. ATS receives limit order A to buy 1,000 shares at $20.05. ATS receives limit order B to buy 5,000 shares at $20.05. ATS receives limit order to sell 500 shares at $20.05. Each buy order will be assigned a PWAP. Order A will have a 17% (1,000 shares / total shares of 6,000) chance of being randomly selected by the ATS and order B will have an 83% (5,000 shares / total shares of 6,000) chance of being randomly selected by the ATS. If order A is matched with the incoming order, order A will buy 500 shares. The remaining shares of orders A and B will be assigned a new PWAP to determine priority for any subsequent executions. Example 3: NBBO is $20.00 x $20.05. ATS receives limit order to buy 1,000 shares at $20.05 (Order A). ATS receives limit order to buy 5,000 shares at $20.05 (Order B). ATS receives limit order to sell 500 shares at $20.05. Each buy order will be assigned a PWAP: Order A will have a 17% (1,000 shares / Total shares of 6,000) chance of being randomly selected by the ATS and Order B will have an 83% (5,000 shares / Total shares of 6,000) chance of being randomly selected by the ATS. Order B is matched with the sell order. ATS then receives limit order to sell 300 shares at $20.04. Each buy order will be assigned a PWAP. Order A will have an 18% (1,000 shares / total shares of 5,500) chance of being randomly selected by the ATS and Order B will have an 82% (4,500 shares / total shares of 5,500) chance of being randomly selected by the ATS. The ATS will match the sell order with whichever buy order has higher priority based on its PWAP. The remaining shares of orders A and B will be reassigned PWAPs. Where two orders may be matched, the order deemed to be removing liquidity will, subject to the terms of the orders and any applicable laws, rules or regulations, receive all available price improvement. Example 4: NBBO is $20.00 x $20.05. ATS receives a day order with market order pricing to buy. ATS then receives market order to sell. Orders are executed at $20.05. Example 5: NBBO is $20.00 x $20.05. ATS receives a day order with market order pricing to buy. ATS then receives limit order to sell at $20.02. Orders are executed at $20.05. Example 6: NBBO is $20.00 x $20.05. ATS receives limit order to buy at $20.03. ATS then receives limit order to sell at $20.01. Orders are executed at $20.03. Example 7: NBBO is $20.00 x $20.05. ATS receives a buy order pegged to the NBB, with discretion to the midpoint of the NBBO. ATS then receives a sell order pegged to midpoint of the NBBO. Orders are executed at $20.025. Example 8: NBBO is $20.00 x $20.05. ATS receives a buy order pegged to the midpoint of the NBBO. ATS then receives a sell order pegged to the NBO, with discretion to the midpoint of the NBBO. Orders are executed at $20.025. Conditional Cross Order Interaction. The Conditional Cross prioritizes orders based on the following factors, in the following order: (i) price and (ii) order type, with Firm-Up Orders having priority over Conditional Orders. Amongst Firm-Up Orders on price parity, orders are prioritized based on the following factors, in the following order (a) tier, (b) size, and (c) time. Amongst Conditional Orders on price parity, orders are invited to firm-up based on the following factors, in the following order ("Invitation Logic"): (w) tier, (x) imbalance, (y) size and (z) time. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency and Channel SOR Orders (first priority, shared); (ii) Broker-Dealer Subscriber; and (iii) NFS Principal. Tiers assignments are non-discretionary; there is no method to override an assignment. Only Conditional Orders that have been invited to "firm-up," but have not yet submitted a response, have an imbalance. A Conditional Order's imbalance is equal to its total quantity minus the size of the contra-side order with which it matched. For example, assume that Subscriber A entered Conditional Order A for 50,000 shares, which matched with a contra-side Conditional Order for 10,000 shares. Conditional Order A would have an "imbalance" of 40,000 shares (total conditional quantity minus tentatively matched interest) until Subscriber A submits a Firm-Up Order in response (in which case the Firm-Up Order would be prioritized with other Firm Orders) or times-out. Where two Firm-Up Orders are eligible to cross, the orders will be executed immediately at the midpoint of the NBBO. Where a Conditional Order is eligible to cross, whether with a Firm-Up Order or another Conditional Order, the ATS will send a notice to the subscriber notifying it of the initial match. The invite message is a standard FIX execution report and contains the Client's Order ID, NFS Order ID, Leaves Quantity, Conditional Order Quantity, Conditional Order Limit Price, Side, Symbol, Invite Message Timestamp, Executing Broker, and a custom field indicating that the message is an invite message. There is no information pertaining to the counterparty or potential execution size. The subscriber will then have a system-determined time period of up to 1 second to "firm-up" by submitting a firm order in response to the proposed match (such orders, "Firm-Up Orders"). The Firm-Up Order may include a different size, MAQ, time-in-force and/or ultimate limit price from the original Conditional Order. If each side of the proposed match, as relevant, submits a Firm-Up Order within the required time period, and provided that each side meets any specified MAQ associated with the contra-side order, the ATS will execute the orders at the midpoint of the NBBO at the time of execution (assuming the midpoint of the NBBO remains an eligible execution price). Orders entered into the Conditional Cross, including Firm-Up Orders, may only be executed against other orders in the Conditional Cross. Only Eligible Orders Matched. To the extent that any ATS order may not, by law, rule, regulation or the terms of the order, be crossed with another order, or may not be crossed at a particular price, then such orders will be ineligible for matching or the price adjusted to a permissible price. The ATS will apply the priorities detailed above with respect to eligible orders and prices only. In certain circumstances, orders may be ineligible to interact with certain other orders. The ATS will not execute any order outside the NBBO, except when the quotation being traded through is from an automated trading center to which the Firm has declared self-help. In each such instance, the ATS will disregard these quotations in determining the best bid or offer. The ATS electronically creates and timestamps a record of each order receipt, execution and cancellation. The ATS does not match orders when the NMS NBBO is crossed. The ATS will not match orders when the market is locked unless subscribers have elected that their orders may interact during locked markets. The ATS will walk the book on a "one for one" basis and allocate executions in accordance with the priority described in the matching logic above. Each interaction is treated independently; (e.g. a removing order will match with the highest priority resting order, if unexecuted shares remain, the removing order will then interact with the next highest priority resting order, etc.). No orders are aggregated to meet MAQ. ATS systems actively monitor the market data for short sale restrictions and comply with the rules and regulations in place by preventing short sale executions of short sale restricted stocks at the bid of the NBBO. The Broker Dealer operator has an established process in place to comply with regulatory requirements for determining an error and any requisite account designation changes. If the broker dealer operator determines a trading error occurred as a result of ATS matching logic, or related electronic execution products, the portion of the execution done in error will be moved to the Firm's error account (principal account held at NFS) in accordance with the Firm's process and the customer's position will be corrected. 

The Firm provides certain default Counterparty Groups ("Default Counterparty Groups"), including: Orders submitted to the ATS only by NFS' primary automated routing system, FBSI (or any successor system) ("Channel SOR Orders"). Orders submitted by non-NFS broker-dealers who are subscribers to the system (includes orders marked as "agent" or "principal") ("Broker-Dealer Subscribers"). NFS orders marked as agency ("NFS Agency"). NFS orders marked as principal ("NFS Principal"). A subscriber's inclusion in a Default Counterparty Group does not impact priority of trading interest in the Standard Cross. However, the Conditional Cross utilizes a subscriber's Default Counterparty Group designation when tiering order interest. In addition to the above Firm-defined Default Counterparty Groups, a subscriber may request that its order(s) not interact with, or interact only with, a custom-designed Counterparty Group ("Custom Counterparty Group"). Please see Part III Item 14 for detail. Additionally, the Conditional Cross utilizes a subscriber's Default Counterparty Group designation when tiering order interest. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency (NFS orders marked as agency) and Channel SOR Orders (Orders submitted to the ATS only by NFS' primary automated routing system, FBSI (or any successor system)); (ii) Broker-Dealer Subscriber (Orders submitted by non-NFS broker-dealers who are subscribers to the system (includes orders marked as "agent" or "principal")); (iii) NFS Principal (NFS orders marked as principal). Tiers assignments are non-discretionary; there is no method to override an assignment. 

The Conditional Cross tiers subscriber orders for priority purposes. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency (NFS orders marked as agency) and Channel SOR Orders (Orders submitted to the ATS only by NFS' primary automated routing system, FBSI (or any successor system)); (ii) Broker-Dealer Subscriber (Orders submitted by non-NFS broker-dealers who are subscribers to the system (includes orders marked as "agent" or "principal")); (iii) NFS Principal (NFS orders marked as principal). Principal orders and trading interest of NFS are prioritized last in the Conditional Cross. 

A subscriber may request its own default counterparty group or tier from the Broker Dealer operator. There is no formal process to inform subscribers of their assigned default counterparty group or tier. 

There is no formal process to inform subscribers of their assigned default counterparty group or tier. 

Counterparty Permissioning. A subscriber may elect that its orders not interact with other orders entered by the subscriber. Additionally, a subscriber may elect that a subset of its orders not interact with other orders entered by the subscriber. Additionally, on an order-by-order or categorical basis, a subscriber may opt to interact only with, or to not interact with, orders from certain other subscribers or types of subscribers (each a "Counterparty Group"). The Firm provides certain default Counterparty Groups ("Default Counterparty Groups"), including: - Orders submitted to the ATS only by NFS' primary automated routing system, FBSI (or any successor system) ("Channel SOR Orders"). - Orders submitted by non-NFS broker-dealers who are subscribers to the system (includes orders marked as "agent" or "principal") ("Broker-Dealer Subscribers"). - NFS orders marked as agency ("NFS Agency"). - NFS orders marked as principal ("NFS Principal"). A subscriber's inclusion in a Default Counterparty Group does not impact priority of trading interest in the Standard Cross. However, the Conditional Cross utilizes a subscriber's Default Counterparty Group designation when tiering order interest. The Conditional Cross' tiers, in order of priority, are as follows: (i) NFS Agency and Channel SOR Orders (first priority, shared); (ii) Broker-Dealer Subscriber; and (iii) NFS Principal. A subscriber may request that its order(s) not interact with, or interact only with, a custom-designed Counterparty Group ("Custom Counterparty Group"), based on characteristics of the subscriber (e.g., broker-dealer subscribers (registered or foreign)), money managers that manage in excess of a given sum of assets or report a portfolio turnover of less than or more than a given percentage) or whose ATS orders or executions meet one or more specified criteria supported by NFS, including without limitation, subscribers whose: (i) average ATS order size is less than (or more than) 1,000 shares, (ii) average ATS orders are for a size less than (or more than) the size of the inside bid or offer with a given frequency; (iii) average ATS contra-party price improvement is more than (or less than) a given amount per share or (iv) average ATS execution is less than (or more than) a given price below (above) the midpoint at a given interval following execution, or (v) responses to requests to "firm-up" meet certain metrics, such as (a) frequency of responses, (b) latency of responses, (c) sizes of orders sent in response to requests to firm up or (d) average price changes following firm-ups or declines. In all such cases, a subscribers' ability to utilize a proposed Custom Counterparty Group is dependent on the Firm's willingness and ability to support such a proposed Custom Counterparty Group. Both direct and indirect subscribers are eligible to be considered for counterparty permissioning. NFS considers factors such as but not limited to a subscriber's business type and observed trading behavior and may not make available to certain subscribers, or limit the configuration of, the counterparty permissioning. 

NFS considers factors such as but not limited to a subscriber's business type and observed trading behavior and may not make available to certain subscribers, or limit the configuration of, the counterparty permissioning. NFS may or may not utilize the ATS's counterparty permissioning feature on their principal or agency orders and trading interest in the ATS. 

The ATS does not display orders or trading interest entered into the Continuous Cross. In the Conditional Cross, where a Conditional Order is eligible to cross, whether with a Firm-Up Order or another Conditional Order, the ATS will systematically send a notice to the subscriber notifying it of the initial match (via FIX). Only direct Subscribers or the broker-dealer operator can receive invites messages. The invite message is a standard FIX execution report and contains the Client's Order ID, NFS Order ID, Leaves Quantity, Conditional Order Quantity, Conditional Order Limit Price, Side, Symbol, Invite Message Timestamp, Executing Broker, and a custom field indicating that the message is an invite message. There is no information pertaining to the counterparty or potential execution size. The subscriber will then have a system-determined time period of less than 1 second to "firm-up" by submitting a firm order, either manually or systematically, in response to the proposed match (such orders, "Firm-Up Orders"). 

The ATS charges no connectivity fee. The ATS may pass through the connectivity costs, with no additional mark-up, to a subscriber from the subscriber's service provider if the subscriber's order flow does not meet a minimum revenue target. The ATS generally charges per-share ATS fees. The ATS fees are separately negotiated with each individual subscriber and may vary. ATS fees can range from $0.00 to $0.01. In some cases factors such as but not limited to those listed below may affect negotiated ATS fees: i. The use of ATS features (e.g. Conditional Session); ii. Volume Executed in ATS (e.g. a high volume subscriber may be charged a lower fee than a low volume subscriber); iii. Business type of the subscriber (e.g. Broker-Dealer subscriber may be charged lower fee than an institutional subscriber); iv. Overall relationship with the subscriber (e.g. bilateral rate may be negotiated if the subscriber operates an ATS). 

Some Subscribers may be charged a general trading fee which encompasses trading across several NFS trading products such as algorithms, smart order routers, order management systems, sales desks, and the ATS. NFS may negotiate the fees across these products to one fee ("general trading fee"). NFS charges subscribers a general trading fee between $0.00 and $0.12/share for executions in the ATS. Generally these fees are based on the product used as opposed to the execution venue. In certain cases, NFS may negotiate a "cost plus" pricing structure. Under cost plus pricing, the client is responsible for paying all venue fees (ATS, exchange, etc.) incurred while trading through NFS trading products and a flat per share fee (irrespective of end venue). The venue fee portion of the overall cost plus fee will vary based on the execution venue. For example, if the client executes a share in CrossStream under cost plus pricing, they will be responsible for the ATS fee described in Part III Item 19a and a constant per share fee. 

NFS does not offer rebates for use of the ATS. All ATS fees are separately negotiated with each individual subscriber and may vary. 

The ATS complies with all exchange issued requests to halt, suspend, or stop trading a security. Additionally, NFS may choose to halt, suspend, or stop trading a security for reasons including system issues and business reasons. NFS will suspend trading a security to prevent a stock from triggering fair access thresholds (suspending trading in a specific symbol in order to prevent the ATS from trading >5% of the symbol's volume in four of preceding six calendar months. If a symbol is suspended, all orders for that symbol will be rejected.). Generally, the ATS continues to accept orders following a trading halt or other suspension of trading. However, the ATS may not accept orders if there are system issues or market disruptions that warrant a cessation of trading. The ATS will not cancel back open interest following a suspension in trading, except in the case of suspension of trading to prevent triggering of fair access thresholds. Where not cancelled back, orders received prior to or during a suspension of trading retain their actual order receipt time for priority purposes (ignoring instances where a pegged order receives a new timestamp following a reference price change or other instances where an order may otherwise receive a new timestamp). 

The ATS reports all trades to the NASDAQ TRF in Carteret using the XSTM market participant identifier. The ATS does not have a secondary reporting facility, and if there is a reporting issue then trading in the ATS will be disabled. Broker-dealer subscribers are required to sign a FINRA Transparency Services Uniform Executing Broker Agreement allowing NFS to report transactions on their behalf. 

NFS is a self-clearing broker-dealer and a member of the National Securities Clearing Corporation ("NSCC") and the Depository Trust Co. ("DTC"). Accordingly, NFS submits all trades for settlement at NSCC and clearing at DTC using CrossStream specific MPID "XSTM." Broker-dealer subscribers may clear their transactions through a Qualified Service Representative ("QSR") agreement or through FINRA's Uniform Executing Broker Agreement. Institutional Subscribers settle their trades with NFS on a delivery versus payment (DVP) basis at DTC. When a broker-dealer subscriber executes in CrossStream, NFS will be the counterparty to that trade, and will then submit clearance to NSCC on a trade-by trade basis, without any netting. Each broker will be notified of the CrossStream execution with FIX tag 76 denoting "XSTM" as the executing broker. NFSC will report the transaction accordingly on behalf of the Subscriber. CrossStream reports executions as "NFSC" buying or selling to "XSTM." Subsequently, participants settle trades with NFSC/0226 at DTC on an aggregated basis. 

Clearance and settlement of transactions effected in the ATS is dependent upon the manner in which the relevant subscriber clears and settles versus NFS. 

The ATS uses the "SIP" consolidated quote to determine the NBBO. The "SIP" is used to price, prioritize, and execute, all orders and trading interest (e.g. pegged orders are priced using the SIP).