Instinct X accepts orders and conditional placements. Unless otherwise noted, the term "orders" includes Instinct X Closing Cross ("IXCC") Orders, which are described further in Part III, Items 4, 7, 11, and 17, and Trajectory Cross Orders, which are described further primarily in Part III, Items 7 and 11. Responses to questions regarding ATS trading interest refer to conditional placements. Instinct X accepts both orders and conditional placements for Trajectory Cross, as described further in Part III, Items 7 and 11. References to "Customer" in this Form ATS-N represent non-broker-dealers. References to "Clients" in this Form ATS-N represent Customers and broker-dealers. The following BofA Securities, Inc. ("BofAS") business units are permitted to enter orders and conditional placements into Instinct X. Each business unit is part of the Global Banking and Markets ("GBAM") Division of Bank of America Corporation ("BAC"). These business units can enter orders and conditional placements in a principal, agency, or riskless principal capacity. All GBAM orders and conditional placements: (i) are received by Instinct X under the market participant identifier ("MPID") "MLCO"; (ii) are routed to Instinct X based on determinations made by a BofAS sales or trading desk, a BofAS algorithm, or the BofAS smart order router ("SOR"); and (iii) are treated as principal orders if routed in a principal or riskless principal capacity. Note, orders and conditional placements that a BofAS algorithm determines to route to Instinct X can only access Instinct X after passing through the BofAS SOR. EQUITY EXECUTION SERVICES ("EES") - EES trades equities, ETFs, swaps, and options on behalf of Clients as agent or principal. EES is comprised of the following desks: (1) Core Cash, (2) Portfolio, (3) NYSE Floor Brokerage, (4) ETF Trading, and (5) Central Risk Book. EES may route orders and conditional placements to Instinct X in a principal, agency, or riskless principal capacity. EQUITY CLIENT SOLUTIONS ("ECS") - ECS handles: (1) agency orders in equity-derivative instruments on behalf of BofAS Clients, (2) principal orders in connection with the facilitation of Client orders, and (3) principal orders to establish or unwind hedge positions taken in connection with Client facilitation trades. ECS consists of the desks that handle equity and equity-derived products including: (1) Index, (2) Single Name, (3) Corporates, (4) Exotics, (5) Investable Indices, (6) Equity Structured Finance, (7) Corporate Actions, (8) Convertibles Primary; (9) Convertibles Secondary, and (10) Emerging Markets. ECS routes orders and conditional placements to Instinct X in a principal capacity. EQUITY SYNTHETICS AND SECURITIES LENDING ("ESSL") - ESSL trades equities, ETFs, swaps, and options on behalf of BofAS Clients as agent or principal. ESSL consists of the Swaps and Stock Loan Desks. ESSL routes orders and conditional placements to Instinct X in a principal capacity. ELECTRONIC TRADING ("ET") - ET offers BofAS Clients a wide range of electronic order handling and execution services on its platform, including BofAS algorithmic trading products, the BofAS SOR, third-party external market access gateways (i.e., separate from BofAS's internal electronic trading technology), and access to Instinct X. ET may route orders and conditional placements to Instinct X through its platform in a principal or agency capacity. 

Business units cannot enter orders or conditional placements directly into Instinct X via a FIX connection (See Part III, Item 5(a) for a discussion of Direct and Indirect Subscribers to Instinct X). Rather, business units can enter orders only using a BofAS algorithm or the BofAS SOR. 

BofAS Affiliates do not have direct access to Instinct X (See Part II, Item 5 for a discussion of Direct and Indirect Subscribers to Instinct X). Any Affiliate of BofAS may send orders to a BofAS trading desk for handling and, based on the discretion of the desk handling the orders, all or some of the Affiliate's orders may be routed to Instinct X at the discretion of a BofAS algorithm or the BofAS SOR used by the desk. Set forth below are the BofAS Affiliates whose orders or conditional placements accessed Instinct X in the last calendar quarter. Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS") is a U.S. registered affiliated broker-dealer that may use a BofAS algorithm or the BofAS SOR to handle an order and, based on the discretion of the algorithm or SOR, some or all of MLPFS's orders may be routed to Instinct X. MLPFS orders that ultimately access Instinct X do so using the MPIDs "MLWM" and "MLMA." Instinct X receives MLPFS orders in an agency capacity with the exception of the principal orders Instinct X may receive in connection with MLPFS's unwinding of bona fide errors or positions resulting from customer accommodations. The determination of whether to send a conditional placement to Instinct X on behalf of an Affiliate is made by the BofAS algorithm or BofAS SOR handling the Affiliate's original order. Orders and conditional placements of Bank of America, N.A. ("BANA"), a U.S. affiliated national bank, also can be routed to Instinct X (through a BofAS trader authorized to act on behalf of BANA). Instinct X receives and handles these BANA orders and conditional placements, under the MPID "MLCO," in an agency capacity. Merrill Lynch International ("MLI") is a foreign affiliated broker-dealer (or local equivalent) that sends orders to BofAS that ultimately access Instinct X using the MPID "MLCO." Note, as a foreign entity, MLI does not have its own MPID. Instinct X receives principal or agency orders from MLI. However, orders and conditional placements associated with MLI are treated as principal in Instinct X. 

Subscribers can opt-out of interacting with BofAS principal orders (including riskless principal orders) and conditional placements by requesting a principal order exclusion. Subscribers must submit their principal order exclusion requests to their sales and/or coverage personnel. A member of the BofAS Sales team will enter the request(s) into a BofAS platform. BofAS employees implement these requests outside of regular trading hours. 

As described in Part II, Item 2(a), BofAS Affiliates can rely on a BofAS desk, a BofAS algorithm, or the BofAS SOR to route orders and conditional placements to Instinct X in a principal, riskless principal, or agency capacity. Subscribers can opt-out of interacting with the principal orders (including riskless principal orders) and conditional placements of BofAS Affiliates by requesting the principal order exclusion described in Part II, Item 3(a). Except with respect to IXCC Orders, Subscribers can also or alternatively opt-out of interacting with any MLPFS orders and conditional placements by requesting a counterparty segment classification restriction to exclude the BofAS Retail segment classification (See Part III, Item 13), which includes all MLPFS orders and conditional placements, whether principal, riskless principal, or agency. To opt-out of interacting with other BofAS Affiliates' agency orders and conditional placements, except IXCC Orders, Subscribers must request a counterparty segment classification restriction to exclude the Institutional segment classification (See Part III, Item 13). Note, opting-out of the Institutional segment classification will result in opting-out of interacting with orders and conditional placements from other Subscribers within that segment, not just BofAS Affiliates' orders and conditional placements. Subscribers cannot apply counterparty segment classification restrictions to their IXCC Orders. 

BofAS and the Broker-Dealer Operators of the following ATSs have entered into formal or informal arrangements, including through one or more written agreements (e.g., Mutual Access Agreement, Subscriber Agreement, Electronic Access and Trading Agreement, etc.) to provide each other access to such electronic trading services as each may make available to the other, including access to each other's ATS, including: (1) Barclays LX (Barclays Capital Inc.); (2) BlockCross (Instinet, LLC); (3) CBX US (Instinet, LLC); (4) CODA ATS (CODA Markets, Inc.); (5) CrossStream (National Financial Services LLC); (6) JPM-X (J.P. Morgan Securities LLC); (7) Liquidnet H2O ATS (Liquidnet, Inc.); (8) POSIT (ITG Inc.); (9) Sigma X2 (Goldman Sachs & Co. LLC); (10) UBS ATS (UBS Securities LLC); (11) Virtu Matchit (Virtu Americas LLC). BofAS treats any of the aforementioned trading centers that access Instinct X in the same manner as other Instinct X Subscribers. 

BofAS offers its Clients a wide range of electronic order handling and execution products and services on its electronic trading platform. These products and services include BofAS and vendor order and execution management systems, BofAS algorithmic trading products, the BofAS SOR, and access to Instinct X. The use of these algorithmic trading and SOR services to enter orders into Instinct X is discussed in Part III, Item 5(a). Use of these services is governed by relevant contractual agreements, which contain no specific terms and conditions for routing orders and conditional placements into Instinct X. Orders and conditional placements can only be entered into the ATS by means of a direct FIX connection (including a cross-connection from a third-party external market access gateway) or the BofAS SOR. For purposes of this Form ATS-N, Instinct X Subscribers fall into one of two classes. First, Direct Subscribers are BofAS Clients that have been approved to send orders and conditional placements directly into Instinct X via a FIX connection or using a third-party external market access gateway with a cross-connection to access Instinct X. Note, a Direct Subscriber can enter orders directly into Instinct X either through a dedicated FIX connection or the use of an external market access gateway, not both. Second, Indirect Subscribers are BofAS Clients that have been approved to use BofAS's electronic order handing and execution services platform and whose orders and conditional placements can be routed to the ATS based on determinations made by a BofAS algorithm or the BofAS SOR. Direct and Indirect Subscribers are collectively referred to as "Subscribers." Note, a BofAS Client can be both a Direct Subscriber and an Indirect Subscriber depending on the manner in which the Subscriber's orders are sent to Instinct X (i.e., direct FIX connection or by the BofAS SOR). Set forth below are the products and services BofAS offers Subscribers. DIRECT SUBSCRIBERS BofAS offers Direct Subscribers the ability to enter orders and conditional placements directly into Instinct X utilizing a standard FIX connection--FIX 4.2 Application Programming Interface ("API") (See Part III, Item 5), as well as the ability to establish a cross-connection to access Instinct X (See Part III, Item 6). Some Direct Subscribers use a third-party algorithm or SOR approved by BofAS to access Instinct X via cross-connection; in this case, the third-party provider is responsible for the Direct Subscriber's FIX communications and references throughout this Form to Direct Subscribers' FIX messages and tags refers in this instance to the third-party provider's FIX messages and tags on behalf of the Direct Subscriber. In addition to being approved and onboarded as a BofAS Client with access to the electronic trading platform, Direct Subscribers of Instinct X must have separately completed a Due Diligence Questionnaire through the BofAS Sales team and been approved for direct connections to Instinct X. The U.S. Equities ATS Working Group ("ATS Working Group") reviews responses to the Due Diligence Questionnaire (See Part III, Item 2) and approves Persons as Direct Subscribers. INDIRECT SUBSCRIBERS BofAS offers Indirect Subscribers the ability to enter orders and conditional placements indirectly into Instinct X utilizing BofAS's electronic order handling and execution products and services mentioned above. Specifically, BofAS's SOR provides access to national securities exchanges, alternative trading systems, and other market centers, as well as access to Instinct X (See Part III, Item 5). BofAS offers Indirect Subscribers access to third-party and proprietary order management systems to route orders to a BofAS algorithm or the BofAS SOR for handling. These order management systems do not access Instinct X; rather, they must route orders to a BofAS algorithm or the BofAS SOR and the orders can then access Instinct X through the BofAS SOR. Indirect Subscriber orders handled by a BofAS algorithm or the BofAS SOR can be routed to Instinct X by the BofAS SOR depending on marketability and the Indirect Subscriber's order handling instructions. Alternatively, Indirect Subscribers can request customizations to their algorithmic or SOR trading strategies at the session- or Client ID-level to exclude all external market centers, except when regulatory requirements preclude them from doing so, and limit their interactions to Instinct X only. 

BofAS considers a Subscriber's identity, orders, and conditional placements routed to, and trades effected by, Instinct X (including data analytics related to a Subscriber's transactions) confidential trading information. BofAS does not consider post-execution information publicly disseminated pursuant to regulatory requirements (e.g., information that is reported to the consolidated tape pursuant to SRO trade reporting requirements, etc.), to be Subscriber confidential trading information. BofAS may include certain post-execution information involving Instinct X transactions in various reports, data, and commentary communicated internally and externally to Clients directly or through vendors, provided BofAS has anonymized (i.e., does not identify an individual Subscriber) such information, aggregated such information with execution information from other desks or from BofAS as a whole (such that no individual trade, Client, or Subscriber is identifiable), and communicated such information with appropriate delay. As noted in "Systems with Access to Subscriber Confidential Trading Information" in Part II, Item 7, the BofAS algorithms and SOR can transmit Subscribers' confidential trading information to the extent these systems route Subscribers' orders or conditional placements and related messages to Instinct X. BofAS does not have any employees solely responsible for Instinct X. Set forth below are the shared employees that service both Instinct X and BofAS or a BofAS Affiliate and have access to Subscriber confidential trading information and the basis for such access. MARKET ACCESS GROUP ("MAG") The MAG team is a dedicated support team within BofAS's ET business unit identified in Part II, Item 1(a) that assists Clients with direct market access to the U.S. equities and options markets, including Instinct X. For BofAS, the MAG team's responsibilities include integrating new electronic trading Clients, maintaining Clients' trading system configurations, and managing the operation of various market access gateways, including the third-party external market access gateways. For Instinct X, members of the MAG team are responsible for addressing BofAS Client inquiries related to connectivity to Instinct X and real-time trading activity and can access real-time and post-trade Subscriber order, conditional placement, and execution information in connection with executing their duties. ELECTRONIC TRADING PRODUCTS & CONSULTING ("ET Products," "ET Consulting" or, collectively "ET Products and Consulting")--The ET Products and Consulting teams are dedicated support teams within BofAS's ET business unit identified in Part II, Item 1(a) that manage BofAS's various electronic trading products, including Instinct X. The ET Products group is responsible for managing products such as the BofAS SOR, BofAS algorithms, and other market access components. The ET Products and Consulting groups are responsible for compiling data and analytics in response to Client and/or BofAS governance requests. Employees of the ET Products and Consulting groups have access to real-time and post-trade Indirect Subscriber order, conditional placement, and execution information for purposes of managing the BofAS SOR and algorithms and/or responding to Client requests. These employees have visibility into where an order was ultimately routed by the BofAS SOR or algorithms and/or executed, whether involving Instinct X or any other market center. In addition, for Instinct X, a subset of the ET Products group is responsible for managing Instinct X and for compiling data and analytics in response to requests from Subscribers and the ATS Working Group. This subset of ET Products employees has access to post-trade Subscriber order, conditional placement, and execution information for purposes of responding to such requests. SALES AND TRADING BofAS Sales and Trading employees within the EES, ECS, and ESSL business units identified in Part II, Item 1(a) handle orders that may, based on the discretion of a BofAS algorithm or the BofAS SOR, be routed to Instinct X. With respect to BofAS, these employees are responsible for providing Clients order routing and execution support. With respect to Instinct X, these employees are responsible for addressing Indirect Subscriber inquiries related to their orders or conditional placements routed to Instinct X. Through order and execution management systems, these employees can access real-time and post-trade order, conditional placement, and execution information only for the Indirect Subscribers covered by the respective employee. Specifically, they have system entitlements only for the accounts they cover and only have visibility into where an order was ultimately routed and/or executed, whether in Instinct X or any other market center. These employees forward any Indirect Subscriber requests for detailed trading information to the ET Products team for resolution. ATS WORKING GROUP This group is comprised of BANA and BofAS employees from various business, support and control functions. While these shared employees have responsibilities specific to BANA (e.g., Legal and Market Risk) and BofAS (e.g., Compliance, Business Control Officers, ET and/or EES senior management), the ATS Working Group's mandate focuses on the ATS. ET and EES senior management are included in the ATS Working Group to contribute to and be apprised of risk management efforts. ET and EES senior management serve on the Working Group in their supervisory capacities. While such senior managers oversee risk for BofAS equity trading activities, neither they nor any other member of the ATS Working Group are involved in day-to-day principal trading. As such, the ATS Working Group is responsible for evaluating and reviewing Subscriber performance, assessing Subscriber trading activity in connection with segmentation determinations (See Part III, Item 13), reviewing and approving requests for direct access to Instinct X (See Part III, Item 2), and reviewing market developments to adhere to regulatory obligations. In furtherance of this mandate, the ATS Working Group has access to aggregated Subscriber post-trade order and conditional placement execution information, which it receives from the ET Products team no less than quarterly or on an as needed basis. The members of the ATS Working Group are subject to the safeguards and oversight procedures outlined in Part II, Item 7(a). VARIOUS CONTROL FUNCTIONS Certain BANA employees within BANA's Legal, and Operations departments provide ancillary support to BofAS. These employees assist BofAS with tasks including responding to regulatory inquiries or performing internal audits of the electronic trading platform, including Instinct X. For example, employees within Legal can be tasked with responding to a regulatory inquiry or examination and employees within Operations would assist in those efforts by, for example, obtaining relevant transaction data. When providing regulatory inquiry or internal audit support related to Instinct X or trading activity within Instinct X, these employees are provided post-trade execution information to complete their Instinct X related tasks. 

BofAS has entered into an agreement with Operations and Compliance Network, LLC ("Ocean"), an affiliate of Nasdaq, pursuant to which Ocean hosts, operates, and supports the technology platform for Instinct X subject to the direction and oversight of BofAS as the Broker-Dealer Operator. Pursuant to this agreement, Ocean also provides certain support services related to BofAS's compliance, surveillance, supervisory, recordkeeping, and reporting obligations subject to the direction and oversight of BofAS as the Broker-Dealer Operator. Pursuant to the agreement with Ocean, certain aspects of the services provided by Ocean to Instinct X utilize infrastructure and support services shared by Ocean and its affiliates. As the Broker-Dealer Operator, BofAS is responsible for the operation of Instinct X in compliance with the federal securities laws. Ocean is responsible for carrying out the operation of Instinct X and all aspects of Part III of the Form ATS-N with the exception of Items 1 (Types of ATS Subscribers), 2 (Eligibility for ATS Services), 3 (Exclusion from ATS Services), 6 (Co-location and Connectivity), 12 (Liquidity Providers), 13 (Segmentation), 15 (Display), 16 (Routing), 18 (Trading Outside of Regular Trading Hours), 19 (Fees), 22 (Clearance and Settlement), 24 (Order Display and Execution Access), 25 (Fair Access), and 26 (Aggregate Platform Data). Certain of these enumerated functions do not apply to Instinct X at all or are handled by BofAS personnel. EQUINIX, INC. Equinix operates the Equinix NY4 New York IBX Data Center which hosts the servers that operate Instinct X. Additionally, Equinix provides connectivity services to Instinct X as described in Part III, Item 6 (Connectivity and Co-location). Equinix does not have access to the Subscriber confidential trading information within Instinct X. 

GENERAL BACKGROUND AND SCOPE OF SUBSCRIBER CONFIDENTIAL TRADING INFORMATION Instinct X is comprised of a standalone hardware (i.e., server) and software application (collectively, the operating plant). Instinct X does not share an operating plant with any BofAS system, but it is housed in the same data center as other BofAS systems. BofAS maintains physical restrictions and policies and procedures designed to safeguard the confidential trading information of Subscribers. BofAS considers a Subscriber's identity, orders, and conditional placements routed to, and trades effected by, Instinct X (including data analytics related to a Subscriber's transactions) confidential trading information. BofAS does not consider post-execution information publicly disseminated pursuant to regulatory requirements (e.g., information that is reported to the consolidated tape pursuant to SRO trade reporting requirements, etc.), to be Subscriber confidential trading information. BofAS may include certain post-execution information involving Instinct X transactions in various reports, data, and commentary communicated internally and externally to Clients directly or through vendors, provided BofAS has anonymized (i.e., does not identify an individual Subscriber) such information, aggregated such information with execution information from other desks or from BofAS as a whole (such that no individual trade, Client, or Subscriber is identifiable), and communicated such information with appropriate delay. As noted in "Systems with Access to Subscriber Confidential Trading Information" in Part II, Item 7, the BofAS algorithms and SOR can transmit Subscribers' confidential trading information to the extent these systems route Subscribers' orders or conditional placements and related messages to Instinct X. Subject to the above, access to Subscriber confidential trading information is limited to BofAS and Ocean employees and systems responsible for operating Instinct X or responsible for its compliance with applicable rules. Set forth below are the BofAS and Ocean employees and systems with access to Subscriber confidential trading information, as well as a description of the applicable safeguards and oversight procedures. BOFAS EMPLOYEES WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION BofAS does not have any employees solely responsible for Instinct X. The shared employees described in response to Part II, Item 6(a) are the only BofAS or BANA employees who have access to Subscriber confidential trading information. These BofAS or BANA employees are prohibited from sharing any Subscriber confidential trading information with Persons not authorized to receive such information. BofAS does not provide Subscriber confidential trading information to BofAS business units or BANA authorized traders in furtherance of BofAS principal trading activities or BANA trading activity. SYSTEMS WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION USED BY BOFAS PERSONNEL The order and execution management systems used by the Sales and Trading employees described in response to Part II, Item 6(a) can transmit Indirect Subscribers' confidential trading information to the extent orders handled by a Sales and Trading employee are routed to Instinct X. These systems communicate information to Sales and Trading employees with respect to where their Clients' orders were routed and/or executed, which could be Instinct X or any other market center. Separately, BofAS algorithms and the BofAS SOR can transmit Indirect Subscribers' confidential trading information to the extent these systems route Indirect Subscribers' orders or conditional placements to Instinct X. Neither the BofAS algorithms nor the BofAS SOR make routing determinations based on information about orders or conditional placements the respective system routes to Instinct X. All Subscriber orders and conditional placements entering Instinct X pass through the FIX interface. The FIX interface does not retain information about the orders or conditional placements entering Instinct X. The FIX interface does not communicate order or conditional placement information to any other BofAS system. BofAS maintains a research database containing historical trading information. The ET Products team uses this database to run queries and generate reports as described above. This database includes post-trade Subscriber confidential trading information. BofAS maintains an internal system containing order, conditional placement, and execution information routed through the BofAS SOR. The ET Consulting group uses this internal system to run queries and generate reports at the request of BofAS business units and Clients using the BofAS algorithms or SOR, including Indirect Subscribers. BofAS uses Ocean's proprietary system, OceanView, for real-time monitoring of Instinct X. The BofAS MAG, Electronic Trading Products and Consulting, and Sales and Trading teams use OceanView to research Subscriber's orders, conditional placements, and executions and monitor the health of Instinct X (e.g., monitor the number of rejections, pending orders or conditional placements, order-to-fill ratios). BofAS uses internal and external systems to comply with its books and records, trade reporting, surveillance and supervisory obligations. These systems can receive Subscriber order and execution information for purposes of creating surveillance, supervisory and CAT reports. BOFAS'S POLICIES AND PROCEDURES FOR SAFEGUARDING AND OVERSEEING SUBSCRIBER CONFIDENTIAL TRADING INFORMATION Access to Instinct X (i.e., access to the OceanView system), Other Relevant BofAS Systems, and Subscriber Confidential Trading Information: BofAS requires permissioned logins to access Instinct X. Relevant Business Control Officers must approve all employee access to Instinct X. Any individual seeking access to Instinct X must submit a request through BofAS's Access Request Management tool ("ARM"). ARM is the enterprise tool used to manage user access to enterprise resources such as applications, databases, collaboration sites and platforms. ARM tracks and records all requests and approvals for new access, access modifications and revocations, and communicates status to requestors and approvers throughout the request lifecycle. A registered principal must review and approve such request before an individual is granted access to Instinct X. In reviewing access requests, the registered principal considers factors including the employee's current role and whether the employee performs a function related to Instinct X. An employee's request to gain access may be denied if it is deemed to be unnecessary or inappropriate. Employees granted access to a system will have access to all Subscriber confidential trading information available in the system. If an employee changes roles, both the prior supervisor and new supervisor are required to review and adjust the employee's access entitlements to appropriately reflect the employee's new role. Additionally, all approved access requests are subject to a periodic review pursuant to BofAS's written supervisory procedures ("WSPs") described below. Pursuant to the BofAS WSPs, on a quarterly basis, the ATS Supervisor or delegate conducts a review to confirm the appropriateness of user access entitlements to Instinct X. This WSP governs access to OceanView and how the access entitlements to Instinct X should be handled once an individual submits a request for access through the ARM process, as well as on an ongoing basis after a registered principal has granted access to an individual. Based on this review, the ATS Supervisor or delegate may revoke access rights to Instinct X's order book. SEPARATION: BofAS has physical and information barriers in place to separate employees and systems with access to Subscriber confidential trading information from those not permitted to access such information. MAG and ET Product and Consulting employees are located in the same building as other BofAS business units, but in a separate area. As noted above, Instinct X does not share an operating plant with any other BofAS system, but it is housed in the same data center as other BofAS systems. PERSONAL TRADING RESTRICTIONS: BofAS prohibits all employees, including those with access to Subscriber confidential trading information, from trading based on non-public or other confidential information, which would include Subscriber confidential trading information. Pursuant to the Associate Investment Policy these employees must enter a trade pre-approval request via the Associate Investment Monitoring ("AIM") website for every purchase and sale of a security executed in an employee investment account, which among other things, requires the approval of the employee's supervisor and the AIM Group. When requesting approval for a trade, the employee must provide certain attestations, depending on the employee's role, including whether he or she: (i) reviewed the restricted list and that there are no restrictions, (ii) has no material non-public information, (iii) is not aware that Firm is effecting or proposing to effect a principal or customer trade in the security, and (iv) has held the security for 30 days (for sells). Prior to approving any request, the employee's supervisor and the AIM Group review the attestations. BofAS imposes a 30-day minimum holding period on any approved trades. Pursuant to a BofAS WSP, on a daily basis, the registered principal (or delegate) with supervisory oversight responsibility for the relevant employee conducts a review of the employee's personal trading activity. Specifically, the relevant supervisor or delegate receives a daily report reflecting the prior day's trade activity for each such employee. The relevant supervisor or delegate assesses whether the employee obtained the appropriate pre-approval or pre-clearance for such trades and for any red flags (e.g., excessive trading). FIRM-WIDE CONFIDENTIAL INFORMATION RESTRICTIONS: As a general matter, BofAS requires all employees to undergo a comprehensive screening before commencing employment and each BofAS employee is bound by and required to observe the BAC Code of Conduct, which includes provisions that address the handling of Client information and impose a duty of confidentiality. MARKET ACCESS GATEWAY PROVIDERS' SYSTEMS WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION: BofAS offers third-party external direct market access gateways to customers and clients which are used by some Direct Subscribers to transmit orders and/or conditional placements, including Subscriber confidential trading information, to Instinct X. These gateways communicate to the employees of the third-party responsible for managing the health of the respective gateway (as described in response to Part II, Item 7(d)), real-time information about where the Direct Subscriber's orders and/or conditional placements were routed and or executed, which could be Instinct X or any other market center. MARKET ACCESS GATEWAY PROVIDERS' AND NON-OCEAN THIRD-PARTY SERVICE PROVIDERS' POLICIES AND PROCEDURES FOR SAFEGUARDING AND OVERSEEING SUBSCRIBER CONFIDENTIAL TRADING INFORMATION: BofAS's contracts with third-party external market access gateway providers and third-party service providers that store the trading information associated with BofAS's electronic trading business and generating related reports (as described further in Part II, Item 7(d), paragraph titled "THIRD-PARTY BOFAS SERVICE PROVIDERS") require such providers to protect Subscriber confidential trading information. Specifically, and among other things, these third-parties must: (i) keep Subscriber trading information confidential, (ii) not share Subscriber confidential trading information with any Person who does not have a reasonable need to know or access such information, and (iii) not use or act on Subscriber confidential trading information other than to perform their responsibilities under their agreements (including the use of aggregated and anonymous data for internal statistical, forensic and similar purposes). These third parties also perform periodic reviews of platform access to confirm the system access entitlements remain accurate, i.e., verify that users whose roles have changed and/or, employees who have been inactive, transferred or terminated have their permissioned access removed from the system. OCEAN SYSTEMS WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION: Ocean, in its role of hosting, operating and supporting the technology platform for Instinct X, also maintains systems, applications and databases that contain Participant confidential trading information. For example, Ocean maintains the Instinct X order book, Nasdaq Trade Surveillance, and OceanView, which include real-time and delayed order and execution information. Separately, Ocean also maintains applications and databases that contain real-time and delayed order and execution information to assist BofAS with other functions including regulatory reporting (e.g., CAT and trade reporting) and surveillance. Like BofAS, Ocean has a "need to know" policy and entitlement access procedures. OCEAN POLICIES AND PROCEDURES FOR SAFEGUARDING AND OVERSEEING SUBSCRIBER CONFIDENTIAL TRADING INFORMATION: Certain Ocean and Nasdaq employees have access to Subscriber confidential trading information. Such employees include Ocean and Nasdaq staff from Compliance, Operations, Technology Development (including trading and surrounding systems), Product Management, and Business Management. As further discussed in 7(d), below, the confidential trading information consists of information regarding individual orders and executions, names of Subscribers, and volume of orders in Instinct X. Ocean's policies and procedures employ a three-pronged approach to permission access to Instinct X; these policies and procedures apply to both Ocean and Nasdaq personnel seeking access to Instinct X confidential trading information. First, an employee must complete compliance training specific to the Ocean business unit. Second, an Ocean employee must request, and Ocean Compliance must approve, access to each specific system based on the employee's designated role and responsibilities. Third, once approved, the Ocean employee must complete Ocean's annual Compliance training. Ocean and shared Nasdaq employees that have access to Instinct X confidential trading information are subject to Ocean's "Information Barriers and Conflict Management Policies and Procedures." Pursuant to these procedures, Ocean and shared Nasdaq employees are prohibited from sharing Subscriber confidential trading information with other employees (including at Nasdaq) who are not expressly authorized to receive such information. All Ocean and shared Nasdaq employees are subject to Nasdaq's Global Trading Policy ("GTP"), which outlines all requirements and restrictions related to personal trading activity including holding periods, annual attestations, IPO restrictions and a prohibited list. Ocean and shared Nasdaq employees are required to disclose personal investment and brokerage accounts, positions, and transactions. Nasdaq's Global Ethics Team monitors personal trade activities against the GTP. Ocean also conducts electronic communications reviews to identify policy violations including non-compliance with the above referenced policies and procedures. Ocean maintains written policies and procedures concerning unauthorized disclosures, which include escalation procedures for such incidents. In this regard, Ocean will promptly notify BofAS of any actual or suspected unauthorized disclosure of confidential information, which includes confidential trading information (so long as not prohibited by applicable laws, rules, or regulations). BofAS has the right to audit Ocean's operation of the ATS, including Ocean's access to and use of confidential trading information, either through audits conducted by BofAS's own audit team or by third-party auditors. Such audits may be conducted onsite or offsite. 

The shared employees described in response to Part II, Item 6(a) have access to Subscriber confidential trading information. THIRD-PARTY EXTERNAL MARKET ACCESS GATEWAY PROVIDERS: As noted in response to Part II, Item 7(a), BofAS operates external direct market access gateways, which are managed by third-parties, that can transmit Direct Subscriber confidential trading information. These platforms receive information about Direct Subscribers' orders, conditional placements, and executions to the extent such information is routed to Instinct X. Similar to systems used by Sales and Trading personnel, these gateways handle orders that may, based on the direction of the Direct Subscriber, be routed directly to Instinct X. Dedicated support personnel for these gateways are responsible for addressing BofAS inquiries related to Direct Subscribers' orders or conditional placements routed to Instinct X and for managing the health of the platform. These employees can access real-time order, conditional placement, and execution information through the respective activity logs for Direct Subscribers using the respective gateway. However, they do not have access to the Instinct X order book. THIRD-PARTY BOFAS SERVICE PROVIDERS: As noted in response to Part II, Item 7(a), BofAS uses third parties to store the trading information associated with BofAS's electronic trading business, which includes trading activity on Instinct X, i.e., Subscriber confidential trading information. As requested by BofAS, dedicated support personnel from the third-party are responsible for generating reports, e.g., regulatory reports, client reports, booking records, based on the stored trading information. Through activity logs, these dedicated support personnel can access real-time order, conditional placement, and execution information. However, they do not have access to the Instinct X order book. OCEAN PERSONNEL: To perform operational, compliance, surveillance, recordkeeping, and regulatory reporting responsibilities, certain designated Ocean employees (approximately a dozen) require access to Instinct X trading information. Particular Ocean business personnel include: OCEAN OPERATIONS Dedicated Operations personnel are responsible for the day-to-day technical and market operations of Instinct X. To perform these responsibilities, Operations personnel have access to intraday and historical order and execution event data via various system applications, including OceanView, and have access to client set up data via the Configuration API. OCEAN COMPLIANCE Dedicated Compliance personnel are responsible for surveillance of Instinct X using the Nasdaq Trade Surveillance application and for managing access requests and entitlements for Ocean systems. Such Compliance personnel also are responsible for Ocean's compliance with the Ocean Information Barriers and Conflict Management Policies and Procedures. To perform these responsibilities, such Compliance personnel have access to intraday and historical order and execution event data. OCEAN CORE TECHNOLOGY Dedicated CORE Technology personnel are responsible for development and maintenance of software related to the core/matching functionality of Instinct X. To perform these responsibilities, CORE Technology personnel have access to intraday and historical order-event data via CORE stream. OCEAN SURROUNDING TECHNOLOGY Surrounding Technology personnel have responsibilities for the development, maintenance, and operation of downstream applications that consume data from Instinct X for purposes of surveillance, regulatory reporting, and recordkeeping. Personnel have access to intraday and historical order-event data via various system applications, including OceanView. Personnel also have access to client set up data via the Configuration API. OCEAN BUSINESS AND PRODUCT MANAGEMENT Dedicated Business and Product Management personnel are responsible for overarching management and coordination of Ocean teams (Operations/Compliance/CORE/Surrounding). For these purposes, such personnel have access to intraday and historical order-event data via various systems applications, including OceanView. 

The conditions required to access ATS services vary based on the means of access: (i) SUBSCRIBER ELIGIBILITY GENERALLY -- To become a Subscriber of Instinct X, Persons must first be approved to be a Client of BofAS. BofAS requires all potential Clients to complete its onboarding process (e.g., "Know Your Customer" assessment). Persons seeking access to the electronic trading platform are bound by relevant contractual agreements, subject to the Firm's policies relating to the administration and documentation of such agreements. (ii) DIRECT SUBSCRIBER ELIGIBILITY -- To become a Direct Subscriber of Instinct X, Persons must separately provide information in response to a Due Diligence Questionnaire. Using the Due Diligence Questionnaire, the BofAS Sales team gathers information from the Persons seeking to become Direct Subscribers. The Due Diligence Questionnaire requires information regarding the Client type (e.g., agency broker, sell side firm, low latency firm), the expected characteristics of the Client's order flow (e.g., exhaust, algorithm, proprietary), expected volume of order flow, and expected order types (e.g., market making, midpoint pegs, primary pegs, IOC). The ATS Working Group assesses this information to determine whether to grant direct access to Instinct X. If a Person is granted direct access to Instinct X, the ATS Working Group also uses this information to assign the Person to the appropriate segment classification as a Subscriber of Instinct X (See Part III, Item 13). (iii) INDIRECT SUBSCRIBER ELIGIBILITY -- To become an Indirect Subscriber of Instinct X, Persons must be approved to be Subscribers of Instinct X, as described above. 

BofAS can exclude Subscribers from accessing Instinct X. SUBSCRIBERS BofAS can deny Persons from becoming Subscribers if they fail to meet the requirements to become a BofAS Client or fail to meet requirements for accessing BofAS's electronic trading platform (See Part III, Item 2). DIRECT SUBSCRIBERS BofAS can suspend or exclude a Direct Subscriber from Instinct X based on the Direct Subscriber's order flow/trading activity on Instinct X. As described in more detail in Part III, Item 13(a), the ATS Working Group reviews Direct Subscriber order flow/trading activity on Instinct X in accordance with the Firm's Direct Subscriber Segment Reclassification Procedure and determines whether to request that a Direct Subscriber modify its order flow behavior to conform to its designated segment classification or whether to reclassify a Direct Subscriber's current segment classification. In the event a Direct Subscriber does not modify its order flow to conform to its designated or re-designated segment classification, the ATS Working Group can suspend or exclude such Direct Subscriber from Instinct X. If a Direct Subscriber also accesses Instinct X as an Indirect Subscriber, any suspension or exclusion of the ability of the Client to send orders directly to Instinct X does not impact the Client's ability to access Instinct X as an Indirect Subscriber. Additionally, the ATS Working Group reviews Direct Subscribers' conditional placement activity (e.g., the size of responses to firm-up requests) to monitor and assess whether Direct Subscribers should be permitted to continue to submit conditional placements. INDIRECT SUBSCRIBERS Indirect Subscribers are not subject to the ATS Working Group's segment reclassification related review of order flow/trading activity on Instinct X or a review by the ATS Working Group of conditional placement activity for the purposes of monitoring and assessing whether continued submission of conditional placements should be permitted. However, BofAS can suspend or exclude an Indirect Subscriber from Instinct X based on other considerations suggesting high-risk activity including regulatory actions, surveillance findings suggesting potential market manipulation, or other inappropriate activity. 

The criteria described in Part III, Item 3(a) for Direct Subscribers apply universally to all Direct Subscribers, but the exercise of discretion by BofAS, including the ATS Working Group, in applying such criteria may result in different outcomes for similarly situated Direct Subscribers. The criteria described in Part III, Item 3(a) for Indirect Subscribers apply universally to all Indirect Subscribers, but the exercise of discretion by BofAS in applying such criteria may result in different outcomes for similarly situated Indirect Subscribers. Direct Subscriber order flow/trading activity on Instinct X is subject to ATS Working Group reviews in accordance with the Firm's Direct Subscriber Segment Reclassification Procedure. Direct Subscriber order flow/trading activity is also subject to the ATS Working Group review of conditional placement activity for the purposes of monitoring and assessing whether continued submission of conditional placements should be permitted. Indirect Subscriber order flow/trading activity is not subject to either type of review by the ATS Working Group. 

Instinct X is available for connectivity between 7:30 A.M. to 5:00 P.M. Eastern Time. For orders other than IXCC Orders, Instinct X's trading hours are as follows: (i) Instinct X operates during regular trading hours as set forth by the primary exchange for each security; (ii) Instinct X will accept orders and conditional placements beginning at 9:00 A.M. Eastern Time; however, Instinct X will not execute any orders or conditional placements until there has been an opening print on the primary exchange; (iii) Instinct X will cancel IOC orders at market open in the event that the security has not opened for trading; (iv) Trading ends at 4:00 P.M. Eastern Time; (v) Instinct X will cancel all orders and conditional placements at 4:00 P.M. Eastern Time regardless of the status of the primary exchange; (vi) Instinct X will not accept or execute orders or conditional placements outside of this window and Instinct X will not hold any orders or conditional placements overnight; and (vii) Instinct X will be closed or close early during market holidays or shortened trading days in accordance with the NYSE holiday schedule. Instinct X allows Subscribers to submit market-on-close orders through IXCC, as described further below in Part III, Items 7, 11, 17. Instinct X allows Subscribers to enter IXCC Orders beginning at 9:00 A.M. until a pre-determined cut-off time ("IXCC Offset Time"). The same IXCC Offset Time applies to all Subscribers. The IXCC Offset Time is 30 seconds before the market-on-close deadline on the primary listing exchange for the relevant NMS Stock. Following the IXCC Offset Time, Subscribers will not be able to place or modify IXCC Orders. IXCC Orders are matched immediately following the Offset Time and Subscribers are notified of the quantity of their orders matched by Instinct X. For information about when matched orders will receive execution prices (or cancellations, as applicable), see Part III, Item 17. 

BofAS permits orders and conditional placements to be entered directly into Instinct X. Only Direct Subscribers can enter orders and conditional placements directly into Instinct X through a standard Financial Information eXchange (FIX) messaging protocol--FIX 4.2 API (including cross-connections from a third-party external market access gateway). Direct Subscriber orders and conditional placements do not pass through the BofAS SOR. 

Indirect Subscribers can only enter orders and conditional placements on Instinct X by means of the BofAS SOR. Specifically, depending on their trading objectives, Indirect Subscribers can use BofAS or vendor algorithmic trading products or a smart-routing trading strategy to handle their orders and conditional placements. The particular algorithm or SOR strategy will determine where individual orders are routed, including to national securities exchanges, ATSs and other market centers, including Instinct X. All Indirect Subscriber orders and conditional placements BofAS receives and handles via its algorithms or the SOR can cross within Instinct X, unless otherwise specified by the Indirect Subscriber. Orders and conditional placements routed to Instinct X based on determinations by a BofAS algorithm or BofAS SOR access Instinct X through the SOR via the same FIX messaging protocol used by Direct Subscribers. There is no difference in the means of entering orders and conditional placements between Indirect Subscribers and BofAS business units using a BofAS algorithm or the BofAS SOR. 

All Direct Subscribers can establish direct access (e.g., extranet or cross-connect) to Instinct X through the standard FIX 4.2 API referenced in Part III, Item 5(a), which will affect the speed of their orders or conditional placements in reaching the ATS interface, but will not otherwise affect order execution. BofAS does not host Client hardware (e.g., servers, SOR) or the third-party external market access gateways within its rack space in the NY4 Data Center. Direct Subscribers with their own rack space in the data center and Direct Subscribers using a third-party external market access gateway can request a cross-connect (i.e., a physical wire connecting the Subscriber to Instinct X) either through BofAS Sales or the Firm's Market Access Group. Any additional requests for a cross-connect must be reviewed and approved by the ATS Working Group. BofAS currently offers the following cross-connect options: (1) 1GB Fiber, (2) 10GB Fiber, or (3) Copper. Any Direct Subscriber establishing a cross-connect will decrease latency in reaching Instinct X's matching engine as compared to not using a cross-connect. However, the proximity of the Direct Subscriber's hardware to the Instinct X matching engine will affect the degree of any reduction in latency the Direct Subscriber may experience in reaching the Instinct X matching engine. BofAS does not offer "coiling" as a cross-connect option. BofAS does not charge a fee in connection with any cross-connect requests, but the service provider, Equinix, may charge a fee to establish the cross-connect. 

Instinct X accepts orders, including IXCC Orders, and conditional placements. Thus, conditional placements are the only trading interests accepted by Instinct X. See Part III, Item 9 for a full description of conditional placements (except conditional placements designated for the Trajectory Cross, which are described below and in Part III, Item 11). Instinct X accepts IXCC Orders designated for the IXCC. This Part III, Item 7 describes only non-IXCC Orders. IXCC Orders and their handling are discussed below in Part III, Item 17. This section first discusses non-Trajectory Orders, then separately discusses Trajectory Orders. NON-TRAJECTORY ORDERS ACCEPTABLE ORDER TYPES, TIME-IN-FORCE INSTRUCTIONS, AND ATTRIBUTES As a general matter, all Instinct X order types are available across all forms of connectivity to Instinct X; however, a Subscriber's determination to use particular order types will vary based on the Subscriber's trading and execution objectives. Instinct X accepts the following order types: (i) MARKET -- an order to buy or sell immediately at the best available price; (ii) LIMIT -- an order to buy or sell at a specified price or better; and (iii) PEGGED -- an order to buy or sell at a price relative to a reference benchmark price. Instinct X offers the following Pegged order types: (i) Midpoint Peg -- an order that is pegged to the midpoint of the Best Bid and Offer ("BBO") (See Part III, Item 23 for a description of how the BBO is calculated); (ii) Primary Peg -- an order that is pegged to the BBO on the same side of the market (i.e., near touch); and (iii) Market Peg -- an order that is pegged to the BBO on the opposite side of the market (i.e., far touch). Instinct X offers three discretionary order types that can be used with certain limit or Pegged orders, which are described further below. Instinct X offers the following time-in-force ("TIF") instructions: (i) IMMEDIATE-OR-CANCEL ("IOC") -- This instruction generally means that Instinct X must immediately execute all or part of the order upon receipt and cancel any unfilled part of the order. Instinct X offers a conditional placement-eligible attribute that is described below. If this attribute is applied to an Instinct X order that has a TIF of IOC, to the extent the order matches with a conditional placement, the order--notwithstanding its IOC designation--will be reserved (i.e., not cancelled, but ineligible for matching with any other orders or conditional placements) for the shorter of the time it takes for the contraparty's conditional placement to respond to a Firm-Up Invite or the expiration of the preset period to respond. Conditional placement-eligible orders are described further in Part III, Item 9. (ii) DAY -- This instruction means that all or any unexecuted residual of an order expires at the end of the trading day. The following are order attributes that may affect whether and how orders and/or conditional placements in Instinct X match. BofAS Subscribers can elect to apply a Minimum Quantity ("MinQty") attribute to their orders, which represents the minimum quantity of an order that Instinct X can execute against a single counterparty. The default MinQty behavior with respect to a partially executed order is for Instinct X to designate a new MinQty equal to the leaves quantity when the leaves quantity falls below the original MinQty. Alternatively, Subscribers can request an unsolicited cancel of the leaves quantity should the quantity fall below the original MinQty. For orders and conditional placements other than IXCC and Trajectory Orders, BofAS Subscribers that elect to apply a MinQty attribute can choose to have that MinQty enforced with respect to certain Segment Classifications and ignored with respect to others. To limit the application of MinQty to certain Segment Classifications, a Subscriber submits a MinQty and a selection of Segment Classifications with which the Subscriber is willing to match at an order quantity less than their MinQty. For example, a 1,000-share order with a MinQty of 500 would typically only match against eligible contra-side orders of at least 500 shares. However, if the Subscriber submits a 1,000 share order with a MinQty of 500 and a list of Segment Classifications 2, 4, and 6, the Subscriber's order will be able to match against orders of any quantity from Subscribers in Segment Classifications 2, 4, and 6, but only orders of 500 shares or greater from Subscribers in Segment Classifications 1, 3, and 5. Indirect Subscribers may use a BofAS algorithm or the BofAS SOR to limit the application of MinQty to certain Segment Classifications. Subscribers can also elect to apply a Post Only attribute to their orders or conditional placements. This attribute allows the order or conditional placement to execute only when it is the first-in-time (liquidity-providing) order or conditional placement in a match, and prevents executions when the incoming Post Only order or conditional placement otherwise would remove resting liquidity on the book or match with a resting conditional placement. In some instances, this may mean that an order or conditional placement to buy with a Post Only attribute may rest on the order book at the same or higher price than the best offer on Instinct X and an order or conditional placement to sell with a Post Only attribute may rest on the order book at the same or lower price than the best bid on Instinct X. Because of the Post Only attribute, such orders would not match with each other, and they would not match with preexisting orders in the ATS; they would rest on the book until a later-in-time order eligible for a match (without a Post Only attribute) arrived in the ATS. The functionality of orders and conditional placements with the Post Only attribute on Instinct X may vary relative to how a "post only" order might be handled on certain exchanges. For example, Instinct X will not price slide or cancel back an order or conditional placement with the Post Only attribute that would lock or cross the ATS order book. Subscribers may also elect to apply Volatile Quote Protection to their orders. Volatile Quote Protection does not apply to conditional placements or Firm-Up Accepts. If enabled, this attribute prevents orders from matching when the BBO provided by the SIP feeds for the relevant security varies at all from the Constructed BBO described in Part III, Item 23. Volatile Quote Protection can be applied at the system level for a given Subscriber by contacting BofAS support personnel. Changes related to Volatile Quote Protection go into effect outside of trading hours and apply to all of a Subscribers' orders. If an incoming order is a potential match for a resting order but the SIP and Constructed BBO differ and either order has Volatile Quote Protection enabled, no match will occur. Both orders will remain on the Instinct X order book. Subscribers can elect to submit their firm orders with a conditional placement-eligible attribute. As described further in Part III, Item 9, by default, firm Day orders will be eligible to interact with conditional placements and firm IOC orders will not be eligible to interact with conditional placements. Direct Subscribers can change these default attributes on an order-by-order basis via FIX tags. Indirect Subscribers can change these defaults by contacting the BofAS sales team. POSSIBLE OUTCOMES OF ORDER TYPES ROUTED TO INSTINCT X Orders routed to Instinct X can result in one or more of the following: acceptance, rejection, cancelation, execution, or, in the event not fully executed, expiration. Instinct X orders can be modified, canceled and replaced at any time prior to execution at the discretion of the Subscriber. Instinct X updates order queue position when a Subscriber amends an order (see discussion of priority below). Instinct X will reject any orders that do not satisfy the minimum pricing increments specified in Rule 612 of Regulation NMS (i.e., the Sub-Penny Rule). Instinct X does not route orders to other Trading Centers. PRIORITY Firm orders are prioritized over conditional placements, i.e., assuming order or conditional placement characteristics (e.g., symbol, side, MinQty) enable a match, an incoming order or conditional placement will match with a firm order before it matches with a conditional placement. Instinct X queues firm orders for priority purposes separately from conditional placements (even though firm orders can interact with conditional placements under certain circumstances, as described in Part III, Item 9). Instinct X prioritizes firm orders on a Price/Client Segment/Time basis; the exercise of discretion on a Discretionary Order Type, as described below, may affect priority as well. See Part III, Item 9, for a discussion of conditional placement prioritization. When multiple same side firm orders have an identical price, Instinct X determines execution priority based on the order's Client Segment (See Part III, Item 13 for definitions of Client Segments), followed by the time of order receipt in Instinct X. With respect to prioritization by Client Segment, as described in more detail in Part III, 11(c), orders in a lower-numbered Client Segment will have priority over orders in a higher-numbered Client Segment. Part III, Item 11(c) and Part III, Item 14 discuss order characteristics that could prevent matching regardless of priority, including, but not limited to, a Subscriber's election not to interact with a particular Client Segment. Instinct X determines queue position by new order receipt time and updates queue position when there is an amendment to the specified price, an increase in quantity, a change/addition to the pegging instruction, a change to the time in force designation, or an update to MinQty. Instinct X will maintain an order's queue position when a Subscriber amends the order to reduce its quantity. The presence or absence of a conditional-eligible attribute cannot be amended; the order must be cancelled and a new order sent. Pegged orders can be combined with a limit price. All orders will be assigned the more conservative price for execution purposes. For example, a resting midpoint pegged order with a limit price at the far side of the BBO (best offer for buy orders, best bid for sell orders) will execute at a price no worse than the midpoint. If the BBO changes where the limit price is the near side (best bid for buy orders, best offer for sell orders), the execution will occur at an assigned limit price that is no worse than the near side price of the BBO. DISCRETIONARY ORDER TYPES Instinct X offers Discretionary Passive Orders (DPOs), Discretionary Far-Touch Orders (DFOs), and Discretionary Midpoint Orders (DMOs). These order types work with certain of the above-described order attributes to create more flexible order execution options for Subscribers. These order types can only be used with firm orders; if a DPO, DFO, or DMO is sent tagged as a conditional placement, it will be rejected. Discretionary Order Types can interact with conditional placements. DPOs allow Subscribers to execute orders at a smaller quantity than their MinQty in the event that their orders can be executed at the NBB for a buy order or NBO for a sell order. Subscribers can designate as DPOs buy orders priced at or lower than the NBO or sell orders priced at or higher than the NBB, including limit orders as well as pegged orders. DPOs must also have a MinQty applied. However, if a DPO can be executed at the near touch (NBB for buy orders, NBO for sell orders), it may be executed at such price even at a quantity that is less than the MinQty. For all potential executions at prices higher than the NBB for buy orders and lower than the NBO for sell orders, the order's MinQty will be enforced. If discretion can be exercised for a DPO order (i.e., it can be executed at the near touch at a quantity less than its MinQty), it will nevertheless yield priority to non-discretionary firm orders and conditional placements queued at the near touch. For example, if there are both a DPO buy order and a non-discretionary post-only buy order that could potentially execute against an incoming order at the NBB for a quantity below the DPO order's MinQty, the non-discretionary order would be executed first, even if the DPO buy order was in a lower-numbered client segment and received earlier in time. As with other orders with a MinQty, the default MinQty behavior with respect to a partially executed DPO is for Instinct X to designate a new MinQty equal to the leaves quantity when the leaves quantity falls below the original MinQty. Alternatively, Subscribers can request an unsolicited cancel of the leaves quantity should the quantity fall below the original MinQty. DFOs and DMOs allow Subscribers to execute orders at a more aggressive price (higher price for buy orders, lower price for sell orders) than they would otherwise be eligible for execution at if they can be executed for a specific size. DFO and DMO designations can only be applied to limit orders; any pegged order designated DFO or DMO will be rejected. A DFO must be a passive limit order, which can be posted between the midpoint and the near touch (NBB for a buy order, NBO for a sell order). Subscribers must include a Discretionary Quantity as an order parameter on DFO orders. If a Subscriber does not provide one, the default Discretionary Quantity is the quantity of the order. If the full Discretionary Quantity can be achieved, the DFO can be executed at prices up to (or down to) and including the far touch (NBO for a buy order, NBB for a sell order), if the far touch price is within the customer's limit price. In the event of a partial fill, the Discretionary Quantity of a DFO will by default remain the same, but Subscribers can instruct Instinct X that in the event of a partial fill, the Discretionary Quantity should be updated to the leaves quantity. For example, if a Subscriber's 1,500-share DFO has a Discretionary Quantity of 1,000 shares, and the order receives a partial execution of 1,000 shares, by default, the Discretionary Quantity will remain 1,000 shares (which means, in practice, that no further discretion can be exercised on the order). If the Subscriber instructed Instinct X that the Discretionary Quantity should be updated to the leaves quantity, the new Discretionary Quantity would be 500 shares. A DMO must be a passive limit order, which can be posted at the near touch (NBB for a buy order, NBO for a sell order). Like DFOs, Subscribers must include a Discretionary Quantity as an order parameter (the default Discretionary Quantity is the quantity of the order). If the full Discretionary Quantity can be achieved, the DMO can be executed at prices up to (or down to) and including the midpoint price, if the midpoint price is within the customer's limit price. Like DFOs, in the event of a partial fill, the Discretionary Quantity of a DMO will by default remain the same, but Subscribers can instruct Instinct X that in the event of a partial fill, the Discretionary Quantity should be updated to the leaves quantity. If discretion can be exercised for a DFO or DMO order (i.e., it can be executed at the Discretionary Quantity at the far touch or midpoint, as applicable), it will nevertheless yield priority to non-discretionary firm orders and conditional placements queued at such prices. Subscribers receiving executions of their discretionary orders will receive liquidity indicators noting when discretion was applied. TRAJECTORY ORDERS ACCEPTABLE ORDER TYPES, TIME-IN-FORCE INSTRUCTIONS, AND ATTRIBUTES Instinct X offers a Trajectory Cross, which crosses two eligible orders at the VWAP price over a specific duration. Trajectory Cross is available to all Subscribers. Direct Subscribers can submit Trajectory Orders, at their discretion, through the standard FIX messaging protocol; Indirect Subscribers' Trajectory Orders are submitted through a BofAS algorithm or the BofAS SOR. Trajectory Cross accommodates (i) short duration Trajectory Orders, which have a duration of five minutes or less, and (ii) long duration Trajectory Orders, which have a duration of longer than five minutes. The shortest allowed duration is one minute and duration can be any length of time in minutes and seconds over one minute up to the length of a trading day. (Trajectory Orders with durations longer than the remaining length of a trading day will be accepted and are eligible to be paired, but will be cancelled at the end of the trading day.) The Subscriber designates the duration at the time of order entry and has the option to include a "decay" instruction, which means that any time elapsed before matching will count toward the duration of the order. For example, if a Trajectory Order without a decay instruction is sent with a duration of 120 minutes, duration will not be calculated until the order is matched, and the order can be matched for up to 120 minutes. If a Trajectory Order with the decay instruction is sent with a duration of 120 minutes, and it is matched at time of receipt plus 10 minutes, the order can be matched for up to 110 minutes. Short duration Trajectory Orders are executed in a single match at the end of the crossing period at the VWAP price over the particular duration. Long duration Trajectory Orders are executed in intervals throughout the particular duration, as described further in Part III, Item 11. Short duration Trajectory Orders may be firm orders or conditional placements. By default, firm Trajectory Orders will be eligible to interact with conditional placement Trajectory Orders. Direct Subscribers can change these default attributes on an order-by-order basis via FIX tags. Indirect Subscribers can change these defaults by contacting the BofAS sales team. Both short duration and long duration matches of Trajectory Orders only execute if there have been at least three executions during the order duration or interval, respectively. A Trajectory Order submitted with a duration longer than five minutes may match with a Trajectory Order submitted with a duration equal to or shorter than five minutes, in which case both orders will be handled as short duration Trajectory Orders. Long duration Trajectory Orders may only be conditional placements. Trajectory Orders must be submitted with a TIF of DAY. (A Firm-Up Accept resulting from a conditional Trajectory Order may be submitted with a TIF of IOC; however, once matched, the Firm-Up Accept--notwithstanding its IOC designation--will be considered in force for the duration of the Trajectory Order.) Trajectory Orders may be submitted with a MinQty instruction, as described above. Trajectory Orders may not use the Post Only or Volatile Quote Protection instructions described above. Trajectory Orders may submit a Minimum Match Duration, which is the minimum amount of time the Subscriber is willing to have as the duration for their Trajectory Order. POSSIBLE OUTCOMES OF ORDER TYPES ROUTED TO INSTINCT X Same as above for non-Trajectory Orders. PRIORITY Instinct X prioritizes Trajectory Orders on a Order vs. Conditional Placement/Client Segment/Ratio of Order Size to Duration/Time basis. As noted above, firm orders have priority over conditional placements. Then, with respect to prioritization by Client Segment, Trajectory Orders in a lower-numbered Client Segment will have priority over Trajectory Orders in a higher-numbered Client Segment. If both Trajectory Orders are from the same Client Segment, Instinct X will consider the ratio of size (number of shares) of the Trajectory Order to duration of the Trajectory Order--the largest ratio will take priority. If both Trajectory Orders have the same Client Segment and Ratio of Order Size to Duration, the Trajectory Order received earliest-in-time will have priority. Instinct X determines queue position for firm and conditional placement Trajectory Orders by new order receipt time and updates queue positions in connection with an amendment to the specified price; an increase in quantity; or an update to MinQty, duration, Minimum Match Duration, decay instruction, pro rata vs. curve vs. both instruction, or volume distribution. A Trajectory Order cannot be amended after it is matched. BofAS logs all Subscriber Trajectory Cross conditional placement details within Instinct X system files to allow for review of all counterparty acceptances, including the size of counterparty acceptances, and declines. The ATS Working Group uses this information to monitor and assess whether Direct Subscribers should be permitted to continue to submit Trajectory Cross conditional placements. 

Instinct X accepts a minimum order or conditional placement size of one (1) share. Instinct X does not have a maximum order or conditional placement size; however, pursuant to applicable regulatory requirements, BofAS prevents the entry of orders and conditional placements that exceed appropriate pre-set credit or capital thresholds in the aggregate for each Client prior to entry into Instinct X based on financial and regulatory risk management controls (i.e., Exchange Act Rule 15c3-5). 

Aggregate credit and single order and conditional placement limits (quantity, notional value, and price) are Client-specific and are established in accordance with the Firm's written policies and procedures governing market access. 

Instinct X accepts odd-lot orders and conditional placements. Instinct X will cross an odd-lot order or conditional placement in the ordinary course. 

Instinct X accepts mixed-lot orders and conditional placements. Instinct X will cross a mixed-lot order or conditional placement in the ordinary course. 

Conditional placements that are Trajectory Orders are discussed separately in Part III, Items 7 and 11. CONDITIONAL PLACEMENTS GENERALLY Instinct X accepts conditional placements -- the only trading interests supported by Instinct X. Conditional placements are an optional set of messages that have all the required attributes of a firm order (i.e., symbol, side, market/limit and quantity), but are not firm orders because they cannot execute without further message interactions. By default, conditional placements can interact with other conditional placements and with firm orders on a one-to-one basis, as described further below. Specifically, conditional placements can interact with other conditional placements, with firm DAY orders, or with IOC orders that have applied the conditional placement-eligible attribute. Firm DAY orders can opt out of interacting with conditional placements. Direct Subscribers can prevent their firm DAY orders from interacting with conditional placements via FIX tags. Indirect Subscribers can prevent their firm DAY orders from interacting with conditional placements by contacting the BofAS Sales team. Subscribers can prevent their conditional placements from interacting with firm orders. Direct Subscribers can prevent their conditional placements from interacting with firm orders via FIX tags. Indirect Subscribers can prevent their conditional placements from interacting with firm orders by contacting the BofAS Sales team, which can implement the change outside of normal trading hours. Conditional placements can include all of the order types and attributes identified in Part III, Item 7. Conditional placements are subject to the same order size requirements identified in Part III, Item 8. WHO CAN SEND CONDITIONAL PLACEMENTS AND HOW Any Direct Subscriber can submit conditional placements, at its discretion, through the standard FIX messaging protocol. Any Indirect Subscriber can submit conditional placements through customizations of a BofAS algorithm or the BofAS SOR, based on the Indirect Subscriber's order attributes and handling instructions (i.e., if an Indirect Subscriber elects to use a dark routing strategy, the algorithm or SOR will use the passive dark routing strategy to determine to send conditional placements to Instinct X via the SOR). Note, BofAS logs all Subscriber conditional placement details within Instinct X system files to allow for review of all counterparty acceptances, including the size of counterparty acceptances, and declines. The ATS Working Group uses this information to monitor and assess whether Direct Subscribers should be permitted to continue to submit conditional placements. POTENTIAL MATCHES OF CONDITIONAL PLACEMENTS Conditional placements can generate a potential match with other conditional placements and/or firm orders based on marketability (i.e., price), quantity, symbol, and other optional attributes like segment classification exclusions, MinQty, or Post Only. The ATS will attempt to match an incoming order or conditional placement first against a firm order resting on the ATS's book (firm orders are prioritized for matching with incoming orders or conditional placements as described above in Part III, Item 7). If there are no resting firm orders against which the incoming order or conditional placement can match, then the ATS will attempt to match an incoming order or conditional placement against any resting conditional placements. Conditional placements resting on the ATS's order book are prioritized for matching with incoming orders or conditional placements on a Price/Quantity/Time basis. When multiple same side conditional placements have an identical price, Instinct X determines execution priority based on the order's quantity, followed by the time of order receipt in Instinct X. Instinct X updates queue position for conditional placements when there is an amendment to the specified price, an increase in quantity, a change/addition to the pegging instruction, a change to the time in force designation, or an update to MinQty. If a potential match between two conditional placements exists, Instinct X will send a Firm-Up Invite to each of the single counterparties that meet one another's parameters (i.e., Instinct X will generate only one Firm-Up Invite for each of the matched conditional placements). If a potential match between a conditional placement and a firm order exists, Instinct X will send a Firm-Up Invite to the conditional placement. Instinct X will send a Firm-Up Invite to a Direct Subscriber through the FIX connection or to the BofAS algorithm or BofAS SOR that sent the conditional placement (on behalf of an Indirect Subscriber). When a BofAS algorithm generated a conditional placement, the Firm-Up Invite is sent through the SOR to the algorithm, which makes the decision whether to send a Firm-Up Accept. When Instinct X generates the Firm-Up Invite, Instinct X will immediately cancel the underlying conditional placement and will not generate any other Firm-Up Invites in connection with the cancelled conditional placement until the Firm-Up Invite expires or is actioned. Instinct X will continue to match other orders and conditional placements for Subscribers in all symbols while a Firm-Up Invite is pending. The Firm-Up Invite expires after a preset period. The same preset period applies to all Subscribers. The preset period is 100 milliseconds. To the extent a conditional placement has matched with a firm order, the firm order--including any IOC order that has applied the conditional placement-eligible attribute--is not reserved exclusively for the conditional placement's Firm-Up Accept. The Firm order may match with any other firm orders in the ATS up until the shorter of the time it takes for the conditional placement to respond to the Firm-Up Invite or the expiration of the preset period, after which time the process described below under HOW FIRM-UP INVITES RESULT IN AN EXECUTION occurs. The duration of Firm-Up Invites is configurable only by BofAS and can be adjusted based on the ATS Working Group's periodic review of overall performance of conditional placements in Instinct X and the amount of time it takes counterparties to Firm-Up. If a Firm-Up Invite expires, Instinct X will cancel any orders in that symbol from the Subscriber that permitted the Firm-Up Invite to expire. RESPONSES TO FIRM-UP INVITATIONS BY COUNTERPARTIES THAT SUBMITTED CONDITIONAL PLACEMENTS Firm-Up Invites sent to potential conditional placement counterparties include each party's respective original order attributes, a unique identifier and a quantity that is the lesser of the two original conditional placement quantities (Firm-Up Invite quantity). A counterparty can accept, decline or ignore a Firm-Up Invite. A counterparty can accept a Firm-Up Invite by responding with any quantity that exceeds than the lesser of its MinQty or the quantity indicated in the Firm-Up Invite. The Firm-Up Accept quantity can be less than, equal to or greater than the Firm-Up Invite quantity, or a quantity that is greater than the original conditional placement. Instinct X will cancel any remaining quantity. Alternatively, a counterparty can ignore the Firm-Up Invite by not responding with a Firm-Up Accept for the duration of the Firm-Up Invite; ignoring the Firm-Up Invite results in a default decline at the expiration of the preset period. Counterparties also can decline a Firm-Up Invite before the expiration of the preset period by sending a Firm-Up Accept with a zero quantity. If a party ignores or declines (i.e., sends a zero-quantity Firm-Up Accept) a Firm-Up Invite, the initiating conditional placement is cancelled. Affirmatively declining a Firm-Up Invite before the expiration of the preset period frees the potential counterparty's Firm-Up Accept or firm order to interact with other firm orders. No Firm-Up Invite or other information about a conditional placement is sent to a counterparty whose firm order potentially matches with a conditional placement. Accordingly, no Firm-Up Accept is required from such party, and such party may not change the quantity of their firm order during the preset period. HOW FIRM-UP INVITES RESULT IN AN EXECUTION If the counterparty(ies) that sent a conditional placement accept a Firm-Up Invite, Instinct X will execute a trade at the lesser of the two quantities reflected in the Firm-Up Accept(s) or the original firm order, as applicable, provided that it satisfies the MinQty of each counterparty. Instinct X will cancel back any remaining quantity on the Firm-Up Accept or a firm IOC order. Any remaining quantity of a firm DAY order will be added to the order book. 

Although conditional placements that are Trajectory Orders are not discussed in Item 9(a) and instead are discussed separately in Part III, Items 7 and 11, this response to Item 9(b) relates to regular conditional placements and conditional placements that are Trajectory Orders. Indirect Subscribers are not subject to the ATS Working Group review of conditional placement activity for the purposes of monitoring and assessing whether continued submission of conditional placements should be permitted. As described in Part III, Item 9(a), the process for submitting instructions related to conditional placements (e.g., whether orders are eligible to interact with conditional placements) is different for Indirect Subscribers relative to Direct Subscribers, and, for Indirect Subscribers, the BofAS algorithm or BofAS SOR that sent the conditional placement participates in the Firm-Up process, rather than the Indirect Subscriber. The exercise of discretion by BofAS, including the ATS Working Group, in monitoring and assessing whether Direct Subscribers should be permitted to continue to submit conditional placements may result in different outcomes for similarly situated Direct Subscribers in terms of the ability to send conditional placements. 

Trading in Instinct X begins after the opening or re-opening print on the primary listing exchange for a security. Orders and conditional placements are priced, prioritized, matched, and executed consistent with the crossing priority described in Part III, Items 9 and 11, and in Part III, Item 17 for IXCC Orders. Instinct X does not employ any special opening or re-opening processes, auctions or order types. Conditional placement message functionality begins after the opening or re-opening print on the primary listing exchange for a security. 

Unexecuted orders and conditional placements are handled at the start of regular trading as described in Part III, Item 10(a) above. In the event of a regulatory halt, unexecuted orders and conditional placements will reside in Instinct X until the halt is lifted and the primary listing exchange resumes trading in the stock; however, conditional placement Firm-Up messages can lapse during a stoppage of trading as a function of the expiration of the Firm-Up timer and no new messages will be sent. Instinct X will not execute a firmed-up order during a regulatory halt even if Instinct X already generated a Firm-Up Invite before the halt. With respect to Trajectory Orders, in the event of a regulatory halt, any unexecuted quantity is cancelled back and the match is cancelled. 

Generally, Instinct X is an NMS Stock ATS that operates within BofAS as part of the GBAM Division of BAC and offers matching services in all NMS Stocks. Specifically, Instinct X is a crossing system that (for other than IXCC and Trajectory Cross) matches non-displayed orders based on a Price/Client Segment/Time priority and Subscriber selected order attributes. Instinct X also supports conditional placement trading interest as described in Part III, Item 9, which allows a Subscriber to place non-firm trading interest into Instinct X for matching through a Firm-Up process. Instinct X will establish a non-displayed "book" (subject to further discussion in Part III, Item 15) for orders and conditional placements, respectively, for each security made available for matching (the book is the conceptual file that maintains all individual orders or conditional placements deemed eligible for crossing in a particular security). Instinct X also accepts IXCC Orders designated for the IXCC. IXCC Orders and their handling are discussed below in Part III, Item 17. Instinct X also offers a Trajectory Cross, which matches non-displayed orders and conditional placements based on Order vs. Conditional Placement/Client Segment/Ratio of Order Size to Duration/Time priority and Subscriber selected order attributes. Trajectory Orders can only match with other Trajectory Orders. 

Instinct X evaluates each Subscriber incoming order and conditional placement to determine whether: (i) the Instinct X system is available for trading and (ii) the symbol is available for trading. If so, Instinct X assesses the market conditions applicable to each order or conditional placement including: (i) the availability of market data (updated in real-time), (ii) the symbol's trading status (updated in real-time), (iii) whether the time is within Instinct X's trading hours (see Part III, Item 4), and (iv) whether the bid/ask spread is smaller than the maximum value set by BofAS for the particular security and the particular time interval. If the market conditions are acceptable, Instinct X then evaluates each order's or conditional placement's Subscriber required attributes. IXCC Orders and their handling are discussed below in Part III, Item 17. This section first discusses non-Trajectory Orders, then separately discusses Trajectory Orders, then discusses aspects of the ATS operations applicable to both. NON-TRAJECTORY ORDERS PRIORITY Instinct X will match orders based on Price/Client Segment/Time priority, in order of precedence. First, Instinct X will consider price and will prioritize the more conservative of the Limit and Relative Price defined in any peg instruction. Next, Instinct X will consider the Client Segment for equally priced orders. Specifically, orders in a lower-numbered Client Segment will have priority over orders in a higher-numbered Client Segment (as defined in Part III, Item 13). After assessing the price and Client Segment of an order, Instinct X will consider the time it received the order and will prioritize orders received earlier in time. Instinct X will match conditional placements based on Price/Quantity/Time priority, in order of precedence. When multiple same side conditional placements have an identical price, Instinct X determines execution priority based on the order's quantity, followed by the time of order receipt in Instinct X. A Subscriber's use of the MinQty, Post Only, or Volatile Quote Protection attributes, or the Discretionary Order Types, as defined in Part III, Item 7, may also affect an order's or conditional placement's priority. For example, an incoming order that would match with a resting order based on Price/Client Segment/Time but that does not meet the resting order's MinQty would not result in a match. Similarly, an incoming order that would match with a resting order based on Price/Client Segment/Time but that is marked Post Only would not result in a match. A Subscriber's election not to interact with a particular Client Segment (see Part III, Item 14) could also prevent an order or a conditional placement that otherwise satisfies matching criteria, including priority criteria, from matching. To the extent an incoming order or conditional placement is prevented from matching with a resting order or conditional placement by one of these order attributes, Instinct X would look for other potential matches with resting orders or conditional placements, using the priority rules described above. If no match is identified, the incoming order or conditional placement will be added to the Instinct X order book. PRICE IMPROVEMENT Instinct X offers Subscribers the ability to choose price protection mechanisms in the form of the following pegged orders: (i) MIDPOINT PEG -- an order that is pegged to the midpoint of the BBO; (ii) PRIMARY PEG -- an order that is pegged to the BBO on the same side of the market (i.e., near touch); and (iii) MARKET PEG -- an order that is pegged to the BBO on the opposite side of the market (i.e., far touch). Instinct X will split price improvement equally between counterparties within the bounds of the BBO for two limit orders with overlapping limit prices. If the calculated midpoint between the two orders falls outside the BBO, the execution price will be the outer bound of the BBO. Instinct X will treat a resting midpoint pegged order as a limit order and will split price improvement equally between counterparties when executing against an opposite limit priced order. Similarly, Instinct X will treat a far side pegged order as a limit order and will split price improvement equally between counterparties when executing against an opposite limit priced order as well as a resting midpoint pegged order. For example, Instinct X will split price improvement and execute halfway between the midpoint of the BBO and the far side bid or offer when a resting midpoint pegged order crosses with a far side pegged order. Instinct X will not provide price improvement to a market order when matching against a limit order and will instead execute such orders at the assigned limit price. For example, Instinct X will execute a resting midpoint pegged order and a market order at the midpoint of the BBO assuming the realized pegged price is more conservative than any specified absolute limit on the midpoint pegged order. Additionally, because Instinct X treats an order pegged to the far side as a limit order, Instinct X will execute at the far side and will not provide price improvement when matching a market order and a resting order pegged to the far side. TRAJECTORY ORDERS PRIORITY Instinct X will match Trajectory Orders on a Order vs. Conditional Placement/Client Segment/Ratio of Order Size to Duration/Time basis. First, firm orders will have priority over conditional placements. Then, with respect to prioritization by Client Segment, Trajectory Orders in a lower-numbered Client Segment will have priority over Trajectory Orders in a higher-numbered Client Segment. If both Trajectory Orders are from the same Client Segment, Instinct X will consider the ratio of size (number of shares) of the Trajectory Order to duration of the Trajectory Order--the largest ratio will take priority. If both Trajectory Orders have the same Client Segment and Ratio of Order Size to Duration, the Trajectory Order received earliest-in-time will have priority. A Subscriber's use of the MinQty or Minimum Match Duration attributes, as defined in Part III, Item 7, may also affect a Trajectory Order's priority. For example, an incoming order that would match with a resting order other than with respect to the resting order's MinQty would not result in a match. Similarly, an incoming Trajectory Order that would otherwise match against a resting Trajectory Order based on Order vs. Conditional Placement/Client Segment/Ratio of Order Size to Duration/Time but that has a Minimum Match Duration that is longer than the resting Trajectory Order's duration would not result in a match. A Subscriber's election not to interact with a particular Client Segment (see Part III, Item 14) could also prevent a Trajectory Order that otherwise satisfies matching criteria, including priority criteria, from matching. To the extent an incoming Trajectory Order is prevented from matching with a resting Trajectory Order by one of these order attributes, Instinct X would look for other potential matches with resting Trajectory Orders, using the priority rules described above. If no match is identified, the incoming Trajectory Order will be added to the order book. MATCHING If two firm Trajectory Orders match based on the above prioritization, they will be matched for the order quantity executable over the shortest duration. For example, if a buy order for 500 shares with a five minute duration matches with a sell order for 1000 shares with a two minute duration, the match quantity will be (2/5)* 500 shares, or 200 shares, and the duration of the match will be two minutes. Any unpaired quantity will be cancelled back after the paired quantity is executed. In the foregoing example, after two minutes and the execution for 200 shares, the buy order will receive a cancel for 300 shares and the sell order will receive a cancel for 800 shares. If a firm Trajectory Order to buy (or sell) is matched with a conditional Trajectory Order to sell (or buy), Instinct X will send a Firm-Up Invite to the conditional Trajectory Order. If the conditional Trajectory Order sends a Firm-Up Accept, then the firm Trajectory Order and the conditional Trajectory Order are considered matched and will not match against any new incoming firm or conditional Trajectory Orders. If a firm Trajectory Order is matched with a conditional Trajectory Order, and the conditional Trajectory Order does not firm-up, the firm Trajectory Order will remain on the book eligible for crossing. If a firm Trajectory Order to buy (or sell) is matched with a conditional Trajectory Order to sell (or buy) and while waiting for the conditional Trajectory order to firm up, another firm Trajectory Order to sell (or buy) comes in, the firm Trajectory Order to buy (or sell) will be matched with the firm Trajectory Order to sell (or buy), and the firm-up Trajectory Order to sell (or buy) received after that will be cancelled back. If a firm Trajectory Order to buy (or sell) is matched with a conditional order to sell (or buy), and while waiting for the conditional Trajectory Order to firm up, another conditional Trajectory Order to sell (or buy) comes in, the firm Trajectory Order to buy (or sell) will not match against the new conditional order. If two conditional Trajectory Orders match based on the above prioritization, both sides will be sent a Firm-Up Invite. The Firm-Up Invite will show the duration period for the match, which is the shorter of the two orders' duration periods. The Firm-Up Invite will also show the original order quantity for the respective order (neither side will receive the other's order quantity, or the matched order quantity). If both sides send a Firm-Up Accept within the Firm-Up preset period, the orders will be matched for the lesser order's quantity and the order duration contained in the Firm-Up Invite. If either side does not send a Firm-Up Accept in response, both orders will be cancelled. Any unpaired quantity is effectively cancelled via system-generated restatements sent after the receipt of Firm-Up orders. For example, if a 10,000-share conditional buy Trajectory Order with a duration of five minutes matches with a 5,000-share conditional sell Trajectory Order with a duration of ten minutes, and both Subscribers send Firm-Up Accepts, the system will send a restatement confirming a 5,000-share match with a duration of five minutes, which has the effect of cancelling back the remaining 5,000 shares of the conditional buy Trajectory Order. Like conditional placements, as described in Part III, Item 9, the Trajectory Order Firm-Up Invite preset period is 100 milliseconds. The duration of Firm-Up Invites is configurable only by BofAS and can be adjusted based on the ATS Working Group's periodic review of overall performance of conditional placements in Instinct X and the amount of time it takes counterparties to Firm-Up. INTERVAL CALCULATIONS Long duration Trajectory Orders receive multiple executions at intervals throughout the duration of the order. The minimum interval will be four minutes and the maximum interval will be six minutes across all symbols. Each interval will be a random length between the minimum and maximum, as determined by BofAS. The number of intervals will be based on how many random intervals can fit into the duration of the order. At the end of each interval, Instinct X will confirm there were at least 3 trades in the market during the course of the interval. If there have been at least 3 trades, an execution for that interval will be printed at the VWAP price for that interval. If there have been fewer than 3 trades, there will be no execution for that interval, which will roll into the next interval. If a short duration order is disrupted due to a market-wide halt, a stock-level halt, an ATS-level halt, a manual system intervention, or because the trading day ended, the order will be cancelled with no fill. If a long duration order is disrupted due to a market-wide halt, a stock-level halt, an ATS-level halt, a manual system intervention, or because the trading day ended, the current and any subsequent intervals will be cancelled with no fill. Fills for intervals that completed before the disruption will not be cancelled. If the handling of a short duration order is interrupted for any reason other than the specific disruptions listed in the preceding paragraph (e.g., an order becomes non-marketable or one Subscriber cancels their order), Instinct X will determine the VWAP up to the time of the interruption and provide an execution at that price for a pro rata quantity of shares, and the remaining portions of the order will be cancelled. If the handling of a long duration order is interrupted mid-interval for any reason other than the specific disruptions listed in the preceding paragraph (e.g., an order becomes non-marketable or one Subscriber cancels their order), Instinct X will determine the VWAP for the interval up to the time of the interruption and provide an execution at that price for a pro rata quantity of shares, and the remaining portion of the interval and any subsequent intervals will be cancelled. Fills for intervals that completed before the interruption will not be cancelled. Subscribers may cancel short or long duration orders at any point before they are fully executed or cancelled back by the system, including before and after they are matched. PRO RATA AND CURVE INSTRUCTIONS Subscribers who send long duration Trajectory Orders elect whether the execution quantity for each interval will be determined on a pro rata basis or a curve basis, or both. Trajectory Orders with a pro rata only instruction will only match with other pro rata orders. Trajectory Orders with a curve only instruction will only match with other curve orders. Trajectory Orders with a "both" instruction can match with either pro rata or curve orders. Where two orders are marked "both," (i) if neither order contains a curve volume distribution (as described further later in this paragraph), then the orders will be handled on a pro rata basis; (ii) if one order contains a curve volume distribution, then the orders will be handled on a curve basis and the sole volume distribution provided will be used; (iii) if both orders contain volume distributions for a curve, then the orders will be handled on a curve basis, and the orders will be executed using the curve submitted by the client with the lowest Client Segment (if both parties are in the same Client Segment, Instinct X will average both parties' curves). If the order is executed on a pro rata basis, the quantity of each execution in a given interval will be based on the proportional time remaining in the duration of the order. For example, by the time an order is halfway through the duration, the executed order quantity will be approximately one-half of the total match quantity. If the Subscriber elects a curve basis, the Subscriber must also submit a volume distribution that shows what percentage quantity of the total order quantity the Subscriber would like to see executed in each decile of the duration. For example, if the Subscriber submits a volume distribution of 5,5,5,5,10,20,20,20,5,5, the Subscriber is saying that in the first 10th of the order's duration, 5% of the total order quantity should be executed; by halfway through the order, 30% of the total order quantity should be executed. To the extent that some or all of the specified order quantity cannot be executed in a given decile, Instinct X will seek to execute such unexecuted quantity in the next decile (along with that decile's specified quantity). In the event that two Trajectory Orders with a curve instruction match, the orders will be executed using the volume distribution submitted by the client with the lowest Client Segment. If both parties are in the same Client Segment, Instinct X will average both parties' volume distributions. (As noted above, if two Trajectory orders with a "both" instruction match, and only one provides a volume distribution, that volume distribution will be used; if both provide volume distributions, the orders will be executed using the curve submitted by the client with the lowest Client Segment and, if both parties are in the same Client Segment, Instinct X will average both parties' curves.) DECAY INSTRUCTION As described above, Subscribers can include an optional instruction to allow an unmatched Trajectory Order to "decay," meaning that the time elapsed before pairing will count toward the duration of the order. For example, if a Trajectory Order with the decay instruction enabled is sent with a duration of 120 minutes, and it is matched at time of receipt plus 10 minutes, the maximum duration for the match is 110 minutes. BOTH NON-TRAJECTORY ORDERS AND TRAJECTORY ORDERS COMPLIANCE WITH VARIOUS FEDERAL SECURITIES REQUIREMENTS Instinct X does not accept short sale or "short exempt" orders for the IXCC. Otherwise, Instinct X is designed to operate in compliance with the requirements of Reg SHO when accepting and/or executing orders and conditional placements. With the exception of Trajectory Orders, in accordance with Rule 201 of Reg SHO, once a circuit breaker has been triggered, the short sale price test restriction will apply to short sale orders and conditional placements in that security for the remainder of the day and the following day, unless an exemption applies. With respect to Trajectory Orders, Instinct X will reject any short sell Trajectory Orders received after a circuit breaker has been triggered. If a circuit breaker is triggered while matched Trajectory Orders are pending (i.e., a short duration order has not been executed yet or a long duration order is mid-interval), Instinct X will determine the VWAP for the short duration order or the interval, as applicable, up to the time the circuit breaker has been triggered. If the VWAP price is greater than the NBB, the orders will receive an execution at that price and the remaining portions of the orders will be cancelled. If the VWAP price is less than or equal to the NBB, the orders will receive an execution at the NBB plus one minimum pricing variation and the remaining portions of the orders will be cancelled. The quantity of the execution will be determined by reference to the proportion of the duration of the match period/interval that elapsed before the Rule 201 circuit breaker was triggered. Instinct X accepts orders and conditional placements marked as "short exempt" from broker-dealer Subscribers. Instinct X will accept but not cross orders or conditional placements, including those marked Post Only, in a locked or crossed market environment (except for IXCC and Trajectory Orders). Because IXCC and Trajectory Orders are not priced by reference to the continuous limit order book, they can be matched and executed without regard to a locked or crossed market state. Similarly, Instinct X will only cross orders and conditional placements if Limit Up/Limit Down ("LULD") bands are being disseminated and the proposed crossing price is within the LULD bands (except for IXCC Orders). With respect to IXCC Orders, if a LULD halt is in effect during any portion of the time period between the IXCC Offset Time and the time the official closing price is disseminated by the primary listing market for the relevant NMS Stock, the IXCC Orders will be cancelled back unexecuted. If a LULD halt is in effect at the time an IXCC Order is received but lifted before the IXCC Offset Time, the IXCC Order will be eligible for matching and execution in the IXCC. With respect to Trajectory Orders, if a LULD comes into in effect during the Order's duration, any unexecuted portion of the Trajectory Order will be cancelled back unexecuted. Instinct X will not execute orders or firmed-up conditional placements in a security subject to a LULD trading pause or regulatory halt. Pursuant to applicable rules, Instinct X will only resume crossing once trading has commenced on the primary listing exchange and LULD price bands are available. BofAS handles execution errors occurring within Instinct X in accordance with the Firm's Errors and Error Correction Transactions Policy ("Error Policy"). The Error Policy applies to bona fide errors (e.g., wrong security or side of the market, execution outside the limit price of an order, executions at clearly erroneous prices). BofAS handles executions at clearly erroneous prices consistent with the applicable rules of the self-regulatory organizations. The Error Policy requires that bona fide errors involving Instinct X be recorded in BofAS error accounts and reported to the ATS Supervisor. Bona fide errors can be raised by Clients to BofAS sales traders or identified by BofAS. After evaluating the activity to confirm it is a bona fide error, the ATS Supervisor or the ET Supervisor can correct the error in a manner that attempts to place the Subscriber in the same position had the error not occurred. The ATS supervisor or delegate reviews execution errors daily or as they occur to ensure that they are handled in accordance with BofAS procedures. Instinct X time stamps orders upon receipt in the ATS and executions at the time they occur in accordance with applicable CAT and trade reporting rules. Instinct X determines queue position by new order receipt time and updates queue positions in connection with an amendment to the specified price, an increase in quantity, a change/addition to the pegging instruction (a pegged order will maintain its queue position based on changes to the BBO unless there is action taken with respect to pegging instructions), a change to the time in force designation, or an update to MinQty. Instinct X will maintain an order's and conditional placement's queue position when the Subscriber amends the order or conditional placement to reduce the quantity. 

BofAS assigns all Subscribers a segment classification. SEGMENT CLASSIFICATIONS All Subscriber orders and conditional placements entered into Instinct X are associated with one of the following segment classifications: (1) BofAS RETAIL -- This segment consists only of MLPFS order flow; (2) INSTITUTIONAL -- This segment consists of orders from or on behalf of BofAS business units, BANA, MLI, BofAS Institutional Customer Subscribers, and, at least initially, Direct Subscribers that use an approved third-party algorithm or SOR to access Instinct X via cross-connection; (3)-(5) DIRECT SUBSCRIBERS -- These segments consist of orders from Direct Subscribers (other than Direct Subscribers using an approved third-party algorithm or SOR that are included in segment classification (2)), whose orders will be assigned to one of three segment classifications as described below in INITIAL DETERMINATION OF SEGMENT CLASSIFICATIONS AND CHANGES TO SEGMENT CLASSIFICATIONS; and (6) BD RETAIL - This segment consists of retail and private client orders sent from broker-dealer Subscribers. Segment classifications are assigned at the Client ID level; a single legal entity might be associated with multiple Client IDs (e.g., a broker-dealer with multiple trading desks might route one desk's orders through one Client ID and another desk's orders through another Client ID) and, therefore, may have more than one segment classification. Direct Subscribers who use Trajectory Cross will be required to use a Client ID specific to their Trajectory Cross orders and conditional placements. Indirect Subscribers are not required to use a separate Client ID for their Trajectory Cross orders and conditional placements. INITIAL DETERMINATION OF SEGMENT CLASSIFICATIONS BofAS assigns Indirect Subscribers a segment classification based on the Indirect Subscriber's Client profile. BofAS assigns Direct Subscribers, including Direct Subscribers that use an approved third-party algorithm or SOR to access Instinct X, an initial segment classification based upon an initial review of a Due Diligence Questionnaire (as described in Part III, Item 2) and other considerations (e.g., previous experiences with other Subscribers under the same account and historical behavior of the Subscriber) by the ATS Working Group. Segment classification (3) will contain the Direct Subscribers (other than those assigned to classification (2)) expected to offer the most favorable executions; segment classification (4) will contain the Direct Subscribers (other than those assigned to classification (2)) expected to offer medium-quality executions; and segment classification (5) will contain the Direct Subscribers (other than those assigned to classification (2)) expected to offer the least favorable executions. CHANGES TO SEGMENT CLASSIFICATIONS BofAS can override the determination of a segment classification for a Direct Subscriber in accordance with the Firm's Direct Subscriber Segment Reclassification Procedure. After the initial segment classification, the ATS Working Group reviews and analyzes the activity of Direct Subscribers on Instinct X no less than quarterly. Such review involves consideration of the output of the quantitative scoring system described below, as well as qualitative factors of Direct Subscribers' activity on Instinct X. The quantitative scoring system will evaluate how favorable Direct Subscribers' order and execution characteristics are for contraparties based on factors such as message/order rates, add/take ratios, average order quantity, where-within-the-spread statistics, percentage of Day vs. IOC orders, duration of orders, reversion statistics, and order-to-trade ratios. The quantitative scoring system does not consider IXCC Orders or executions or conditional placements or Firm-Up Accepts. The quantitative scoring system will be used for firm and conditional placement Trajectory Orders, but they will be considered separately from other orders and conditional placements. The ATS Working Group review is based on holistic trading behavior, and the factors used when reviewing quantitative metrics to determine whether a Subscriber's order and execution characteristics are favorable for contraparties may vary. For instance, large order size is generally considered to be favorable, but if a Subscriber is displaying high reversion statistics (i.e., the market frequently moves in the Subscriber's favor after a trade), a higher order size is no longer favorable for contraparties. The quantitative scoring system informs in part the assignment of Direct Subscribers to one of three segment classifications. Direct Subscribers using an approved third-party algorithm or SOR will initially be assigned to segment classification (2). Segment classification (3) will contain the Direct Subscribers (other than those assigned to classification (2)) offering the most favorable executions; segment classification (4) will contain the Direct Subscribers (other than those assigned to classification (2)) offering medium-quality executions; and segment classification (5) will contain the Direct Subscribers (other than those assigned to classification (2)) with the least favorable executions. Qualitative factors include Client type (e.g., broker-dealer), trading strategies (e.g., market making), and a comparison of liquidity providing vs. liquidity taking activity. IXCC Orders and associated executions and conditional placements and Firm-Up Accepts are not considered in the review of qualitative factors. The qualitative scoring system will be used for firm and conditional placement Trajectory Orders, but they will be considered separately from other orders and conditional placements. Based on the review of these quantitative and qualitative factors, the ATS Working Group can determine to amend a Direct Subscriber's (including Direct Subscribers using approved third-party algorithms or SORs) segment classification in either direction. BofAS may modify a Direct Subscriber's segment classification at any time, including outside of the ATS Working Group's periodic meetings, using the quantitative and qualitative factors described above. There is no specific length of time that a segment classification will remain in effect. BofAS, subject to approval by the ATS Working Group, reserves the right to review and add, remove or revise a segment classification at any time. ORDER INTERACTION BASED ON SEGMENT CLASSIFICATIONS Because Instinct X considers a Subscriber's segment classification when assessing an order or conditional placement, a Subscriber's segment classification can impact the priority of the Subscriber's orders (other than IXCC Orders) and conditional placements, as described above in Part III, Item 11(c). Additionally, Subscribers can select the segment classifications with which they do and do not want to trade, as described in Part III, Item 14. Segment classification does not impact the priority of IXCC Orders and Subscribers cannot select segment classifications with which they do or do not want to trade in IXCC. 

Subscribers are informed of their designated segment classification by the Sales team during onboarding or upon request by the Firm's MAG team, which is responsible for monitoring Instinct X's health and functionality along with other operational and Client issues. Any Direct Subscriber request to contest a designated segment is communicated through the Sales team or the MAG team to the ATS Working Group. The ATS Working Group will review such request consistent with the Direct Subscriber Segment Reclassification Procedure described in Part III, Item 13(a). Separately, Instinct X does not identify individual orders or conditional placements as Customer orders or Customer conditional placements. However, based on the counterparty segment classification selection procedures described in Part III, Item 14, except with respect to IXCC Orders, Subscribers can request counterparty segment classification restrictions to exclude certain segment classifications and thereby trade only with segment classifications that are primarily comprised of orders and conditional placements of Customers of a broker-dealer (e.g., (1) BofAS Retail, (6) Retail). 

Subscribers can request that their orders, other than IXCC Orders, and conditional placements only interact with particular counterparty segment classifications, as described in Part III, Item 13. Subscribers cannot make counterparty segment classification selections for IXCC Orders. For other orders and conditional placements, Subscribers can select the particular segment classifications with which they do and do not want to trade. Indirect Subscribers can submit segment classification restriction requests through the Sales team. Indirect Subscribers can request that a particular segment classification restriction be applied to all of their orders or that a particular segment classification be applied to only their day orders (not IOC orders). These requests can only be implemented by a BofAS employee and are implemented after normal trading hours. To the extent an Indirect Subscriber requests both overall and day-only segment classification restrictions, in the event of a conflict, the overall restriction will take priority. Direct Subscribers can request through the Sales team that a particular segment classification restriction be applied to their day orders (not IOC orders). Such requests can only be implemented by a BofAS employee and are implemented after normal trading hours. Direct Subscribers can also apply a segment classification restriction on an order-by-order basis via FIX message. To the extent a Direct Subscriber has both a day-only segment classification restriction and applies an order-specific segment classification restriction via FIX, the order-specific segment classification restriction will take precedence. Subscribers can request an analysis specific to their order flow (i.e. counterparty segment interaction) from a BofAS Sales employee. In addition to segment classification restrictions, Subscribers can also or alternately preclude their orders and conditional placements (including IXCC Orders) from interacting with the principal orders or conditional placements of BofAS or principal orders or conditional placements of BofAS Affiliates via a principal order exclusion, as described in Part II, Item 3. Subscribers can also preclude their orders (including IXCC Orders) and conditional placements from interacting with other orders and conditional placements based on order quantity by using the MinQty attribute. Subscribers can use MinQty to exclude their orders and conditional placements from interacting with other orders or conditional placements on the basis of order arrival and residual (leaves) quantity. Subscribers can also elect to apply a Post Only attribute to their orders (other than IXCC Orders) or conditional placements. This attribute would exclude orders from interacting with preexisting orders or conditional placements if the incoming order would remove resting liquidity on the book. Subscribers communicate these order attribute-based restrictions via FIX messages. A Subscriber's use of Volatile Quote Protection may also prevent otherwise compatible orders (other than IXCC Orders) from matching. Subscribers sending Trajectory Orders can also use the Minimum Match Duration attribute to exclude their Trajectory Orders from interacting with other Trajectory Orders on the basis of match duration. Subscribers electing to use a MinQty attribute also may choose to have that attribute enforced with respect to certain Segment Classifications and ignored with respect to others. By default, Instinct X applies a self-cross prevention feature which prevents a Subscriber order (including IXCC Orders) or conditional placement from crossing against an order or conditional placement originating from the same account of a Subscriber. Note, the self-cross prevention feature will not prevent crosses between different accounts of the same Subscriber. Broker-dealer Subscribers can opt out of the self-cross prevention feature by contacting their sales and/or coverage personnel. 

Instinct X does not display its book of orders and conditional placements to any Person (i.e., Instinct X does not publish or display a montage of quotes or orders). While orders and conditional placements of Indirect Subscribers routed to Instinct X pass through BofAS's electronic trading infrastructure, including the Firm's SOR, the SOR does not have information about orders or conditional placements resident in Instinct X's book other than those placed into the book by the SOR. When there is a potential match involving a conditional placement (including a conditional Trajectory Order), Instinct X sends a Firm-Up Invite message, which includes the side, symbol, and quantity of a contra-conditional placement, to the relevant BofAS algorithm or the BofAS SOR used to send the Indirect Subscriber's conditional placement. Direct Subscribers receive conditional placement (including conditional Trajectory Order) message interactions, as described in Part III, Item 9. Direct Subscribers' orders and conditional placements do not pass through the BofAS SOR. Orders and conditional placements of Direct Subscribers using a third-party external market access gateway pass through such gateway, but the gateway does not have information about orders or conditional placements resident in Instinct X's book other than those placed into the book by a Direct Subscriber using the respective gateway. When there is a potential match involving a conditional placement, Instinct X sends a Firm-Up Invite message to the Direct Subscriber that sent the conditional placement. 

Instinct X accepts IXCC Orders for matching and execution in the IXCC. IXCC Orders must contain one of the following combinations of FIX instructions: (i) market orders with a TIF of "at the close" or (ii) market-on-close orders with a TIF of DAY. No other order types and TIF combinations will be eligible for the IXCC. Direct Subscribers must request that IXCC be enabled by contacting their sales and/or coverage personnel before they can send IXCC Orders. A BofAS algorithm or the BofAS SOR can send IXCC Orders on behalf of Indirect Subscribers. Instinct X evaluates each incoming IXCC Order to determine whether: (i) the Instinct X system is available for trading and (ii) the symbol is available for trading. If so, Instinct X assesses the market conditions applicable to each IXCC Order: (i) the availability of market data (updated in real-time), (ii) the symbol's trading status (updated in real-time), and (iii) whether the time is within Instinct X's trading hours (see Part III, Item 4). If the market conditions are acceptable, Instinct X then evaluates each IXCC Order's required attributes. IXCC Orders may be received up until the IXCC Offset Time as defined above in Part III, Item 4. Immediately following the IXCC Offset Time, IXCC Orders are matched and Subscribers are notified of the quantity of their orders matched by Instinct X. Any unmatched quantity is cancelled back to the Subscriber at this time. IXCC Orders may only match with other IXCC Orders. They may not match with any other orders or conditional placements. IXCC Orders are prioritized based on (1) size, and then (2) time of receipt. Subscribers can, but are not required to, apply a MinQty (as defined above in Part III, Item 7) to their IXCC Orders. Subscribers can apply a principal order exclusion (as defined above in Part II, Item 3) to their IXCC Orders. IXCC Orders are subject to the default self-cross prevention feature and opt-out process described above in Part III, Item 14. Subscribers cannot apply segment classification restrictions to their IXCC Orders. The other order characteristics or tags that could affect matching and execution during the regular trading session (see Part III, Item 14), namely Post Only or Volatile Quote Protection, are not relevant to IXCC. Before IXCC Orders are matched, they can be cancelled or modified. Once IXCC Orders are matched, IXCC Orders cannot be cancelled or modified. Once Instinct X receives the official closing price disseminated by the primary listing market for the relevant NMS Stock, matched IXCC Orders will be executed at that price, and the price will be reported to any Subscriber with a matched IXCC Order. If an official closing price for an NMS Stock is not received by 5:00 P.M. Eastern Time, all IXCC Orders to buy or sell that stock will be cancelled. If a closing price for an NMS Stock is announced but taken down by the primary listing exchange without being replaced before 5:00 P.M. Eastern Time, all IXCC Orders to buy or sell that stock will be cancelled. If the primary listing exchange updates the closing price of an NMS Stock at or before 5:00 P.M. EST, Instinct X will adjust the price for any previously executed order, and it will send an updated execution report to the Subscriber that submitted the order. If the primary listing exchange updates the closing price of an NMS Stock after 5:00 P.M. Eastern Time, Instinct X will adjust the execution reports on a T+1 basis. If a disconnect occurs at or after the IXCC Offset Time, a matched order will not be cancelled, even if the Subscriber has not yet been notified of the execution. The Error Policy described above in response to Part III, Item 11 also applies to IXCC Orders. 

For Direct Subscribers accessing Instinct X, BofAS assesses negotiated per share fees for executions involving: (i) orders (ranging from $0.00 to $0.03 per share) and (ii) conditional placements (ranging from $0.00 to $0.0025 per share). Some Clients are both Direct and Indirect Subscribers (Indirect Subscriber fees are described in response to Item 19(b)) and pay fees specific to each form of access (i.e., direct or indirect). In such circumstances, the fee associated with direct access to Instinct X will vary within the ranges above based on above referenced factors. BofAS individually negotiates the aforementioned per share fees with Clients in consideration of each Client's overall relationship with BofAS. The factors that BofAS will consider include: Client type (e.g., agency broker, sell side firm, low latency firm), characteristics of trading flow (e.g., add/take ratio, order-to-trade ratio), trading volume, products and markets traded, and the total mix of services provided by BofAS (e.g., algorithmic strategies used, customization requests, support requirements). The per share fees necessarily vary based on the products and services that are provided to each particular Client. In all cases, the negotiated per share fees reflect the value of the services that BofAS provides the Client. 

For Indirect Subscribers, BofAS individually negotiates per share fees for the bundled use of its electronic order handling and execution services platform including, but not limited to, Instinct X. These fees are negotiated based on the factors outlined above in Part III, Item 19(a). BofAS does not charge Indirect Subscribers an explicit fee for executing on Instinct X; rather, BofAS charges Indirect Subscribers a per share fee that: (i) covers the use of all relevant BofAS electronic order handling and execution services and (ii) is the same for executions on any trading center. 

BofAS does not offer rebates for the use of Instinct X. BofAS individually negotiates per share fees, which may be discounted or bundled based on the factors described in Part III, Item 19(a) and (b) above. 

Instinct X will accept Subscriber orders and conditional placements but (other than for IXCC Orders) will not cross orders and conditional placements during a regulatory halt, when a symbol is quoted in Limit Up/Limit Down status, or when market data is delayed. With respect to IXCC Orders, if a LULD or other regulatory halt is in effect during any portion of the time between the IXCC Offset Time and the time the official closing price is disseminated by the primary listing market for the NMS Stock, the IXCC Orders will be cancelled back unexecuted. If a LULD or other regulatory halt is in effect at the time an IXCC Order is received but lifted before the IXCC Offset Time, the IXCC Order will be eligible for matching and execution in the IXCC. For Trajectory Orders, if a regulatory halt occurs during the duration of the Trajectory Order, Instinct X will cancel the remaining, unexecuted shares of the Trajectory Order. In the event of a symbol entering LULD status, Instinct X will cancel the remaining, unexecuted shares of the Trajectory Order. Additionally, BofAS can, in its sole discretion, elect to suspend operation of Instinct X at any time, including the suspension of trading in individual NMS stocks for, among other reasons, approaching Regulation ATS Fair Access and Regulation SCI volume thresholds. BofAS will make reasonable efforts to notify Subscribers electronically in a timely manner in the event of such an occurrence. In the event of a suspension of trading in Instinct X generally or in a particular NMS stock, Instinct X will cancel all existing unexecuted orders and conditional placements and reject any new orders and conditional placements, including Firm-Up Accepts. Orders executed prior to a suspension will be reported to the Subscriber. 

All transactions executed in Instinct X are reported as crosses through the FINRA/Nasdaq Trade Reporting Facility Carteret ("Primary TRF"), in accordance with FINRA requirements. These transactions are reported under the MPID "MLIX" for publication on the Consolidated Tape. In the event of an issue with the Primary TRF, BofAS will elect to either cease trading or to report to a backup TRF (e.g., FINRA/Nasdaq TRF Chicago). Trajectory Cross transactions are reported using the appropriate modifier for weighted average price. Note, consistent with trade reporting requirements, Instinct X does not report matches of Firm orders or conditional placements where there is no change in beneficial ownership. 

BofAS is a self-clearing broker-dealer and a member of the National Securities Clearing Corporation ("NSCC") and the Depository Trust Company ("DTC"). Accordingly, BofAS submits all trades for clearing at NSCC and settlement at DTC. Instinct X executions are cleared and settled in the same manner as any other over-the-counter transaction executed by BofAS. Thus, Instinct X does not have any unique procedures or material arrangements to facilitate the clearance and settlement of transactions. BofAS does not become a counterparty to a transaction by interposing itself between two counterparties to the transaction (BofAS will only be a counterparty to a trade in Instinct X where a BofAS principal order or conditional placement is executed in Instinct X). Instinct X communicates executions occurring within Instinct X to BofAS's trades processing system through the MIC code in FIX Tag 30 which is then submitted to BofAS's clearing system for submission to NSCC. BofAS trades with other broker-dealers are submitted to NSCC on a trade-for-trade basis, without netting. Trades between two BofAS Institutional Customers are submitted at the end of each trading day on an aggregated basis per Customer to NSCC and DTC for clearing and settlement. The legal obligation for the transaction transfers from BofAS to NSCC once BofAS receives same-day notification of receipt of the contract from NSCC. While BofAS does not require Subscribers to a have a specific clearing arrangement, all BofAS Subscribers must have an established clearing method and provide appropriate settlement instructions to allow BofAS to submit their transactions to NSCC and DTC. Broker-dealer Subscribers may clear their transactions through a Qualified Service Representative ("QSR") agreement. Institutional Subscribers are required to submit their transactions to NSCC for clearance, either directly or through a correspondent clearing arrangement, and DTC on a delivery versus payment basis for settlement. 

Instinct X prices, prioritizes, and executes orders using a BBO constructed by Ocean, a third-party technology provider for Instinct X. Ocean constructs the BBO using a combination of full network redundant direct market data feeds and market data disseminated by the Securities Information Processors ("SIPs") (the "Constructed BBO"). Specifically, Instinct X uses direct market data feeds for all exchanges other than LTSE (which does not offer a direct market data feed and for which Instinct X uses the SIP). Separately, Instinct X uses full network redundant SIP feeds as a secondary source of the BBO and for the Volatile Quote Protection attribute when enabled (as discussed above in Part III, Item 7). For Trajectory Cross Orders, Instinct X calculates the VWAP using executions reported on the SIPs.