008-38103 

000019662 

07/25/1987 

DLTA 

In addition to its own employees, which will be discussed below, through an inter-affiliate service agreement, Dealerweb's affiliate, Tradeweb Markets LLC, provides certain services including product and technology development and support, quality assurance, network support, system and application security, legal and risk management, Dealerweb maintains responsibility for the personnel and operations provided by Tradeweb Markets LLC. In addition, to ensure compliance with applicable regulatory obligations, Dealerweb, as the operator of the ATS, created and implemented appropriate procedures applicable to all personnel, including Tradeweb Markets LLC personnel that support the ATS. The business units and/or shared employees that have access to confidential trading information on the ATS platform for both EFP and NAVX are as follows: Dealerweb Market Support - this group is responsible for monitoring the platform to resolve subscriber issues and is the primary team monitoring the market for potential technology issues. Dealerweb EFP Trade Support - Liaison with subscriber trading desks to address potential trade related issues, obtaining trade affirmation, where necessary, and reporting the futures leg of EFPs to the applicable futures exchange. Dealerweb Tech Operations and Quality & Assurance Group - this group is responsible for all technical issues with the platform, including the testing of any changes and continued maintenance of the platform. Dealerweb Operations - this team is responsible for TRF and OATS reporting. Tradeweb Enterprise Risk Management Group - conducts general risk management throughout the firm including providing support on the development of policies and procedures and coordinating the testing of those policies and procedures. Dealerweb Regulatory Compliance - this team is responsible for providing guidance on applicable statutes and regulations to the business, interacts with various regulators to address inquiries, audits, and other matters, and monitors for regulatory compliance. Dealerweb Accounting and Finance - this group is responsible for billing clients and financial reporting. Dealerweb and Tradeweb Senior Management - the President of Dealerweb Inc. and the Chief Administrative Officer of Tradeweb LLC have view only access, which allows them to manage and supervise the business. All of the groups described above have view only functionality when it comes to the trading activity of both EFPs and NAVX through the Dealerweb Master Blotter with the exception of the Dealerweb Market Support Group. The Dealerweb Market Support Group has the ability to cancel trades on behalf of subscribers based on written instructions received from subscribers. 

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

Please refer to Part II, Item 6a of this form for additional information. The enclosed list contains the list of departments and / or business units within Dealerweb and / or Tradeweb that have access to some or all of the confidential order and trade data for subscribers that trade on the EFP and NAVX Platforms. The basis for approved access for these departments and / or business units is to service and / or support the Dealerweb ATS platform. As discussed in Item 7a above, employee access to the ATS Platform must first be approved by the employee's supervisor with final approval obtained from the Firm's Compliance Department. The list of departments and business units granted access to perform the necessary job functions in order to support the ATS platform are as follows:
Dealerweb Market Support - this group is responsible for monitoring the platform to resolve subscriber issues and is the primary team monitoring the market for potential technology issues.
Dealerweb EFP Trade Support - Liaison with subscriber trading desks to address potential trade related issues, obtaining trade affirmation, where necessary, and reporting the futures leg of EFPs to the applicable futures exchange.
Dealerweb Tech Operations & QA - this group is responsible for all technical issues with the platform including the testing of any changes.
Dealerweb operations - this team is responsible for TRF and OATS reporting.
Tradeweb Enterprise Risk Management - conducts general risk management throughout the firm including providing support on the development of policies and procedures and coordinating the testing of those policies and procedure.
Dealerweb Compliance - this team is responsible for providing guidance on applicable statutes and regulations to the business, interacts with various regulators to address inquiries, audits, and other matters, and monitors for regulatory compliance.
Dealerweb Finance - this group is responsible for billing clients and financial reporting.
Dealerweb & Tradeweb Senior management - the President of Dealerweb Inc. and Chief Administration Officer of Tradeweb LLC have view only access, which allows them to manage and supervise the business.
All business units and / or departments described above, with the exception of the Dealerweb Market Support Group have view only access to the EFP and NAVX Master Blotter within Dealerweb Viewer and all live bids and offers that have been entered by all subscribers. As a result of this access, the aforementioned business units are able to see all orders and executed transactions for both EFPs and NAVX, including all order and trade details, such as the security, quantity, price, counterparty, and name of the trader from each subscriber who entered the order and / or executed the transaction. Please note Dealerweb Market Support has the ability to cancel orders on behalf of subscribers based on written instructions received from subscribers. 

Before accessing the Dealerweb ATS, each prospective subscriber, such as a broker dealer, bank, and / or institution is subject to the Firm's KYC and AML policies and procedures. The Firm does not allow any retail investors access to its platform. The following information is collected and reviewed for approval:
Legal Name, Street Address
Proof of Regulation, Listing, Government Status
OFAC Review
Formation of Disclosure Documents
Audited Financials
Institutions are required to have a minimum of $10 million of assets under management
Form W-9
Settlement Instructions for clearing, which includes verification of the prospects ability to clear securities and futures.
National Futures Association Bylaw 1101 Review
List of Authorized Traders
Upon approval, each new subscriber is required to sign a Participation Agreement, which is reviewed and approved by Tradeweb Market LLC's Legal Department. Further, every subscriber must demonstrate an ability to clear the relevant product by having a relationship with a clearing firm. When a subscriber is approved as a new user on the platform, the subscriber will only receive access to the specific product it has requested to trade, such as EFP, NAVX, or both products. A subscriber does not automatically receive access to both EFP and NAVX. As described in detail below in Part III, Item 25, the Firm has instituted a Fair Access Policy and Market Access Rule Procedures. 

Dealerweb may suspend or terminate a subscriber in the event of (a) a violation of the Participant Agreement including, for example, a subscriber acting in a manner that impacts the integrity of the ATS, such as continuously breaking and / or backing away from executed transactions (b) any failures, malfunctions, faults or errors with the subscriber's connectivity to and technical capabilities with respect to the Dealerweb Platform, (c) external events or circumstances affecting subscriber's use of the Dealerweb Platform, including subscriber's financial distress or conduct that could affect the integrity of the Dealerweb Platform, or (d) a request or requirement by any government or regulatory organization or body to suspend the subscriber. Dealerweb has an established Kill Switch Functionality, which allows the Firm to close all markets simultaneously, close a single security, single product, or lock a firm or user, if necessary.
In accordance with SEC Rule 15c3-5, Market Access Rule, the Firm has established pre-order trading controls, which are reasonably designed to prevent fat fingers issues as well as prevent the entry of orders that exceed non-broker dealer customers' aggregate capital or approved credit limits. For any non-broker participant, who Dealerweb has approved to access either the EFP or NAVX platforms, the Firm will establish pre-set trading limits for each such participant. The Firm's Compliance Department will work alongside the EFP Trade Support team when establishing these pre-set trading limits and thereafter will conduct, at a minimum, an annual review of these limits taking into consideration the credit worthiness / financial condition of each participant and recent trading volumes in both the EFP and / or NAVX marketplaces. Final approval for all limits and revisions will be made by the Compliance Department in consultation with EFP Trade Support. As part of the limit setting process, the Firm will approve a fat finger limit to prevent the entry of erroneous orders and trading (exposure) limits for each non-broker dealer participant.
For those broker-dealers that wish to access the EFP and NAVX market through the Firm's ATS platform, Dealerweb has created various limit functions and broker-dealers who are interested in utilizing these limits functions must assign Branch Level Administrators ("BLAs"). The BLAs are responsible for establishing and maintaining these limits for their respective firm. This is can be achieved when a broker-dealer participant completes a Dealerweb Branch Level Administrator form, which is then returned to Dealerweb's Market Support Team. The available limit functions are as follows:
Soft Limits: A Soft Limit occurs when the BLA establishes an order entry limit on a trader which can be bypassed after a warning appears on the screen. If the trader enters an order in an amount that is greater than the amount set by the BLA, a warning will appear. The trader will be able to enter the order assuming the amount is less than any pre-established Hard Limit (see immediately below) after
bypassing the on-screen warning message.
Hard Limits: A Hard Limit occurs when the BLA establishes an order entry limit on a trader which cannot be bypassed. If a trader attempts to enter an order amount which would exceed an already established limit, the system will be prevent the entry of the order. This applies to both passive orders and aggressive orders (i.e., attempting to aggress upon an existing order).
Exposure Limits: The exposure limit is based on a combination of matched trades, outright bids and offers and synthetic (i.e., multi-leg transactions) bids and offers at the Branch level. This is maintained by product at the branch level. The exposure limit allows the BLA to set a dollar limit which the branch cannot exceed. If a branch reaches its exposure limit, any action which would surpass the set amount would be rejected. This includes buys, outright bids and any synthetic bids and offers where the established factor is greater than zero. Actions which would result in decreasing the total dollar amount of the Exposure limit will be allowed. This includes sells and outright offers. It is important to note that the BLA can increase or decrease the dollar limit at any time during the day.
In terms of market surveillance, there are number of departments within Dealerweb that receive immediate post-trade execution reports regarding Market Access and monitor the EFP and NAVX marketplaces on a real-time basis, including the EFP Trade Support team, Market Support, and Operations. In addition, the Compliance Department can monitor real-time trading activity through its access to the trading blotter and viewer. The Master Blotter includes all terms of the trade.
Please refer to Part III, Item 25 for additional information concerning the Firm's Fair Access Policy. 

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

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

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

EFP orders are expressed in dollar basis and the sizes / quantity are quoted in terms of futures contracts, which will correlate to the equivalent number of underlying ETF shares upon execution. The minimum size requirements subscribers must enter for respective EFP futures contracts are as follows: Minimum 200 futures contracts - Big SPY, MDY, EEM, EFA; Minimum 500 futures contracts - QQQ, DIA, IWM; Minimum 150 futures contracts - SPY Mini; Minimum 50 futures contracts - GLD; Minimum 25 futures contracts - SLV; Minimum 100 futures contracts - IVV; Minimum 250 futures contracts - IYR, XLB, XLC, XLE, XLF, XLI, XLK, XLP, XLU, XLV, XLY, XLRE, IWB, IWF, IWD. At the time of a match on the platform, the corresponding shares and price of the ETF component are determined based on the futures notional divided by the adjusted NAVX ETF price. The ATS Platform is responsible for calculating the number of ETF shares and price as part of the underlying EFP transaction on behalf of the subscribers. The adjusted NAVX ETF price is based on the previous day's closing NAV plus any dividends that have been paid out and less the daily management fees and operational costs, such as salaries, utility expenses, and research expenses, absorbed by the ETF or fund manager. The ETF will set the ex-dividend date, the record date, and the payment date, which determines who receives the dividend and when the dividend will get paid. The dividend date(s) for an ETF can be found in the prospectus, which is publicly available to all investors. Once the parties affirm the futures transaction, the trade is completed. For NAVX, the minimum amount of shares that is entered for each order is 1,000 shares on an ETF and a maximum of 9,999,000. The SPY and QQQ have a minimum size requirement of 15,000 shares when entering an order. 

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

Unexecuted orders are cancelled at the end of regular day trading sessions for both EFP and NAVX and after any stoppage. Subscribers would not be allowed to enter bids and offers until the system was reopened after a stoppage. Once reopened, subscribers would enter bids and offers in a similar capacity based on a price and time priority and within the prescribed hours of operation for both EFP and NAVX. 

Dealerweb ATS operates a Central Limit Order Book (CLOB) offering two products each of which operate using nearly identical trading protocols. First, Dealerweb ATS offers an Exchange for Physical Product ("EFP") which is a packaged transaction, comprised of a futures contract and correlated amount of a related ETF shares. Second, the Dealerweb ATS offers a NAVX product, which allows for trading of particular ETFs at a basis price to the eventual NAV that is set after the close of trading for each ETF offered. As indicated in Part III, Item 4, the EFP Market is open Monday through Friday from 8:30 A.M. until 4:30 P.M. and the NAVX market is open Monday through Friday from 7:30 A.M. until 4:00 P.M., exclusive of any trading holidays. The Dealerweb ATS matching engine operates in a similar capacity for both EFPs and NAVX, as trades occur at the best bid or offer with a single price workup model, which will be discussed in greater detail under Part III, Item 11c. Orders are executed based on a price and time priority. In terms of priority, the order with the best price will automatically be first in line followed by the time the order was entered. As detailed in Part III, Item 7, the Dealerweb ATS offers several order types but the primary order type utilized by subscribers is "Fill and Store", which functions in a similar capacity to a limit order. All orders for both EFP and NAVX are entered and executed anonymously. Upon execution, Dealerweb will give up the names of counterparties to the trade to each other. The identities of the parties to any transaction remain confidential to the rest of the subscribers. Dealerweb is not a party to any EFP or NAVX transaction. New EFP futures and ETFs and NAVX securities are added to the ATS platform based on subscriber trading interest.
EFP - EFP orders are expressed in basis points, which consist of the price of the futures contract and the previous day's closing price of the underlying index (ETF). Prices on the trading screen of the Dealerweb ATS reflect a basis in dollars to the previous evening's futures contract settlement price. Pursuant to the rules of the Chicago Mercantile Exchange ("CME"), an EFP is a privately negotiated off-exchange execution of a futures contract and, on the opposite side of the market, the simultaneous execution of an equivalent quantity of the cash product. For the Dealerweb ATS, an EFP consists of a CME equity index futures contract (e.g., E-mini S&P 500 futures) and a related equity index ETF (e.g., SPDR S&P 500 ETF (SPY)). One party to the trade will buy the futures and sell the underlying ETF shares while the other party takes the opposite position and will sell the futures and buy the underlying ETF shares. Given the offsetting positions, EFPs are considered market-neutral. The terms of the futures contract (contract unit, settlement procedures, available contract months, etc.) are governed by the relevant futures exchange rulebook and are readily available on each futures exchange website. The notional sizes of big and mini futures contracts are part of the contract specifications set by the relevant futures exchange. In this example, the big EFP is the larger futures versus the ETF and the mini is the smaller future versus the ETF. For metal EFPs, it is the gold or silver ETF versus the gold or silver futures contract. The volatility EFP is the volatility ETF versus the volatility futures contract. Presently, the Dealerweb ATS platform offers trading in 28 EFP products. Prices on the trading screen of the Dealerweb ATS reflect a basis in dollars to the previous evening's futures contract settlement price. For example, a potential market on the screen for the September 2019 E-mini S&P 500 futures/SPY EFP would show a bid of $2.48 with an asking price of $2.50. Assuming the previous evening's futures settlement price as published by CME was 3,000, in this market the bid side is willing to buy at $3,002.48 per futures contract ($3,000+$2.48) while the offer side is willing to sell at $3,002.50 per futures contract ($3,000+$2.50). In addition to the price, each order has a size. For EFPs, the size represents the number of futures contracts participants are willing to buy and sell. For example, using the same hypothetical as above, the bidder may enter a size for the E-mini S&P 500 futures/SPY EFP of 200, which means the trader is willing to buy 200 E-mini S&P 500 futures contracts at a price of $3,002.48 per futures contract. The notional value of each futures contract consists of the futures index price times a multiplier. For E-mini S&P 500 futures, the multiplier is $50. Therefore, if in the scenario above another subscriber on the Dealerweb ATS were to hit the $2.48 bid for 200 contracts, then the notional value of those futures contracts would be $30,024,800 ($3,002.48x50x200). Once both subscribers, have been given up to each other and each subscriber affirms the details of the EFP transaction to Dealerweb through an email confirmation, the trade is considered executed and the corresponding shares and price of the ETF component are then calculated by the ATS platform. The price of the ETF component is based on the adjusted NAV established by the issuer, which consists of the previous day's closing NAV price, including any dividends that have been paid out and less the daily management fees and operational costs, such as salaries, utility expenses, and research expenses absorbed by the ETF or fund manager. The ETF issuer will set the ex-dividend date, the record date, and the payment date, which determines who receives the dividend and when the dividend will get paid. The dividend date(s) for an ETF can be found in the prospectus, which is publicly available to all investors. As required under CME Rules, the number of shares of the ETF is of equivalent value to the futures contract. Dealerweb reports the futures legs, including both the buy and the sell of the EFP transaction to the CME for clearance and settlement on behalf of the subscribers while the ETF leg is reported to the NASDAQ TRF Carteret and given up for clearing. Each subscriber, as the counterparty to the trade is ultimately responsible for ensuring clearance and settlement of the futures component of the EFP transaction with the CME.
NAVX - NAVX, which consists of an outright security, allows subscribers to trade various U.S. listed ETFs at a value relative to that trading day's closing NAV. While the Dealerweb ATS platform is capable of supporting all U.S. listed ETFs, it presently makes available the most actively traded ETFs including, but not limited to, the SPY, QQQ and IWM. Orders for NAVX products are expressed in dollars and order sizes represented in number of shares of the ETF. The final execution price for the NAVX trade is determined at the end of each trading session after the market close based on the closing NAV. Once the NAV is published, transactions matched on the ATS are executed using the NAV plus or minus the basis price agreed in a transaction during the trading day. For example, if a subscriber lifts the offer of another subscriber at 10:00am ET for 1,000 shares of SPY at +$0.02, then the trade will be executed on the ATS once the NAV is set after the close of trading with the buying subscriber buying 1,000 shares of SPY at NAV plus $.02. All executed trades are then reported to the TRF. 

The Dealerweb ATS operates a price-time priority CLOB, which provides priority to the bid and offer with the best price followed by the time an order was entered. All EFP and NAVX orders default to Fill and Store, which is the primary order function utilized by all subscribers and essentially operates as a limit order. In addition, the CLOB offers a single price workup model for both EFPs and NAVX, as described in the below paragraphs. Dealerweb is not a party to any of the transactions and all orders are executed anonymously between two subscribers. Upon execution, Dealerweb gives up the identities of each counterparty to the trade to both subscribers. Dealerweb does not route orders for execution and does not provide live quotes or prices to its subscribers for the ETFs on either the EFP or NAVX. The ATS platform allows subscribers to enter short sales for both EFP and NAVX transactions and subscribers must clearly note the order as a short sale within the platform. If the order is noted as a short sale in the ETF, the subscriber is then required to confirm and enter a short sale locate. In terms of price protection, trading bands are entered for each EFP and NAVX security within the ATS platform and orders that are entered at a price that exceeds the trading bands are automatically rejected. Trading bands are set for each individual EFP and NAVX security by the EFP Trade Support team and are entered into the ATS Platform by the Dealerweb Market Support Team. The trading bands are utilized to prevent any major price deviations from occurring via the bids and offers entered by subscribers and as part of the overall monitoring tools utilized by the Dealerweb Market Support team to help promote a fair and orderly marketplace for both EFPs and NAVX. The Firm has a specific error policy which is available to all subscribers as part of the Online Help section of the ATS Platform upon logging into the system. Given the trading activity that occurs on the platform, trading errors are quite rare. For an EFP transaction, there is no trade unless both subscribers affirm and agree to the trade and once both sides agree, the trade can only be broken if both sides agree to break the trade. Likewise for NAVX, unless both sides agree to break the trade, the trade is considered good. Dealerweb gives up all EFP and NAVX orders for execution and is not a party to any trades or responsible for any errors.
EFP - When the EFP market opens for the day, the Firm will enter prices for each EFP using the previous evening's futures contract settlement price. The Firm will utilize various market data points from Bloomberg, CME, and ETF issuers to assist with the initial pricing of the EFPs for informational purposes at the opening of trading. In addition to the initial prices being represented on the screen, Dealerweb ATS personnel email the initial prices to all subscribers. These initial prices are the futures reference prices for all subsequent bids and offers and remain static throughout the trading session. Orders on the platform are in dollar basis increments, which represents the previous evening's CME equity index futures settlement price plus or minus a dollar amount a subscriber is willing to buy or sell the futures contract (and, conversely, sell or buy the corresponding ETF). The order types available to participate in the workup are as follows: Fill & Store ("FaS"), Fill & Kill ("FaK"), and Good till Executed ("GtE"). Please refer to Part III, Item 7a which discusses in greater detail the specific order types available within the ATS platform for EFPs. As mentioned previously, all orders automatically default to FaS. For example, subscriber A will enter a Fill and Store bid to purchase 500 E-mini Nasdaq 100 September 2019 future contracts/Sell QQQ ETF at a basis of $2.50 while Subscriber B will enter a Fill and Store offer to sell 500 E-mini Nasdaq 100 September 2019 future contracts/Buy QQQ at a basis of $2.50. Based on the matching engine protocols of price and time priority, a match will occur between subscribers A and B beginning the workup phase. After the initial match occurs, the ATS will trigger a flash alerting subscribers that a match has occurred. The workup lasts a total of 15 seconds, which includes private time for 5 seconds between the two matched subscribers followed by 10 seconds of public workup where other subscribers are invited to participate in the workup. When the flash occurs, all subscribers, whether it is during the private or public phase of the workup have access to the same order information displayed on the screen at all times on the ATS platform, which includes the security, quantity, and price at which the initial match occurred. In the private workup, continuing with the example involving the E-Mini Nasdaq 100 September 2019 futures contracts, the initial matching subscribers will have exclusive rights to increase their initial transaction size of 500 futures contracts during the five-second period at the original matched price. During the private workup session, there are no minimum size requirements. If another subscriber tried to enter an order during the private phase of the workup at the initial matched price, the order would remain in the queue, subject to theprice and time priority until the completion of the private phase of the workup. After the expiration of the five-second private time, the public phase of the workup begins where other subscribers may also choose to trade at the initial matched price with other subscribers for the remaining ten seconds of the workup. If a subscriber wishes to participate in the public phase of the workup, solely for the purpose of order entry, the subscriber would be able to enter their order in one of two ways through the Order Manager function: 1.) Subscribers can utilize the order panel window, which would include the security, price and quantity involved in the initial match or 2.) Subscribers can enable an order panel pop up function in their user settings. When the flash occurs alerting all subscribers to a match, the order panel function would appear in a pop up already populated with the security, quantity, and price that is involved in the workup. There are no special order types that are needed or available to participate in the workup. The workup order priority during the public phase is based on time priority and orders will remain in the queue subject to the ranking priority. If one of the initial subscribers involved in the initial match has an unfilled balance after the expiration of the private workup, the subscriber's order will rank ahead of any other subscriber when the public workup begins. Only approved subscribers to the ATS platform can participate in the workup. Once the workup period has expired a flash will appear on the screen indicating the workup has ended and an email is then sent to all subscribers who participated in the workup with the full trade details of the transactions including which subscribers were a counterparty to the transaction. All orders that were entered by subscribers, but did not match in the workup will retain their time in force conditions and restrictions and thus could remain in the order book as active orders subject to price and time priority at the end of the workup session. The ATS Platform provides a real time trade blotter, which is available to all subscribers and includes all executed transactions as they occur. The trade blotter includes all relevant trade details, such as the security, quantity, and price involved in the transaction. The trade blotter does not disclose the counterparties to any executed transactions. Once all subscribers that were involved in a match have affirmed the futures component of their particular trades, the order is considered executed and Dealerweb will report the futures leg of the EFP transaction on behalf of the subscribers to the CME. Once the trade has been affirmed by each subscriber through an email confirmation with Dealerweb EFP Trade Support, the ETF component of the EFP transaction will then be calculated by the ATS platform and the corresponding number of shares as part of the transaction is determined based on the futures notional divided by the adjusted NAV ETF price. The adjusted NAV ETF price is comprised of the previous day's closing price plus any dividends that have been paid out and less the daily management fees and operational costs, such as salaries, utility expenses, and research expenses absorbed by the ETF or fund manager. The ETF issuer will set the ex-dividend date, the record date, and the payment date, which determines who receives the dividend and when the dividend will get paid. The dividend date(s) for an ETF can be found in the prospectus, which is publicly available to all investors. Since an EFP transaction is an offsetting, market neutral trade, the amount of ETF shares will be the equivalent of the futures contract. In the example provided above, Subscriber A will have purchased 500 E-mini Nasdaq 100 September 2019 futures contracts while selling an equivalent 412,410 QQQ shares whereas Subscriber B will have sold 500 E-mini Nasdaq 100 September 2019 futures contracts while buying 412,410 QQQ shares. (For the example provided, the Firm used levels from July 19, 2019). The Firm will report the ETF portion of the EFP transaction to the NASDAQ TRF Carteret and if requested by a subscriber, will submit a clearing message to the NASDAQ TRF Carteret as well. Please refer to Part III, Item 21, Trade Reporting and Item 22, Clearance and Settlement for additional information.
NAVX - The matching engine functionality for NAVX is identical to EFPs. When the NAVX market opens, the Firm, as a reference point, will enter the previous night's NAV for each ETF equity index offered on the platform. The order types available to participate in the workup are as follows: Fill & Store ("FaS"), Fill & Kill ("FaK"), and Good till Executed ("GtE"). Please refer to Part III, Item 7a which discusses in greater detail the specific order types available within the ATS platform for EFPs. As mentioned previously, all orders automatically default to FaS. Subscriber A will enter a Fill and Store bid to purchase 100,000 SPY shares at a spread of $0.01 to the NAV while Subscriber B will enter a Fill and Store offer to sell 100,000 SPY shares at a spread of $0.01 to the NAV. Based on the price and time priority protocols, a match will occur between subscribers A and B. After the initial match occurs, the ATS will trigger a flash alerting all subscribers that a match has occurred and the workup phase has begun. The workup period lasts 15 seconds and includes 5 seconds of private time between the two subscribers that initially matched and the remaining 10 seconds of the workup allows other subscribers to participate in the workup. When the initial flash occurs, all subscribers, whether it is during the public or private phase of the workup have access to the same order information displayed on the screen at all times, which includes the security, quantity, and price at which the initial match occurred. During the private workup the initial matched subscribers have the exclusive right to increase their initial transaction size at the initial matched price. If another subscriber tried to enter an order at the initial matched price during the private phase of the workup, the order would remain in the queue, subject to the price and time priority until the completion of the private phase of the workup. After the expiration of the five second private workup session, the public workup session begins where other subscribers may also choose to trade at the initial matched price with other subscribers during the remaining ten seconds of the workup. If a subscriber wishes to participate in the public phase of the workup, solely for the purpose of order entry, the subscriber would be able to enter their order in one of two ways through the Order Manager function: 1.)Subscribers can utilize the order panel window, which would include the security, price and quantity involved in the initial match or 2.) Subscribers can enable an order panel pop up function in their user settings. When the flash occurs alerting all subscribers to a match, the order panel function would appear in a pop up already populated with the security, quantity, and price that is involved in the workup. The workup order priority during the public phase is based on time priority and orders will remain in the queue subject to the ranking priority. If one of the initial subscribers involved during the private session of the workup has an unfilled balance after the expiration of the private workup, the subscriber's order including the unfilled balance will rank ahead any other subscriber when the public workup begins. When the workup for NAVX is completed, a flash appears on the trading screen indicating that the workup session has ended. An email is sent to all subscribers who participated in the workup which includes all of the relevant trade details of the transactions in which the subscribers were a counterparty to with the exception of the price, which is not determined until after the market close. All orders that were entered by subscribers, but did not match in the workup will retain their time in force conditions and restrictions and thus could remain in the order book as active orders subject to price and time priority at the end of the workup session. The ATS Platform provides a real time trade blotter for all subscribers to see which updates as soon as a match has occurred and includes the relevant trade details at the moment, such as the security and quantity at which a match has occurred. A NAVX trade is not considered a fully executed transaction until after the market closes at 4:00 P.M., at which point the NAV will be determined by market data components such as Bloomberg and pricing information directly provided by the issuers. After the NAV price has been determined following the close of the market, the ATS Platform will then report the transaction to the NASDAQ TRF Carteret. 

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

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

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

Not Applicable 

Not Applicable 

During a regulatory halt, Dealerweb will stop any trading on the platform by removing or cancelling any existing orders upon notice for either EFPs or NAVX. Dealerweb will also adhere to all security halts as directed by the respective stock exchanges, CME, or other future exchanges. This also applies to Dealerweb in any instance where there is a delay in data or a system outage that results in the interruption of trading. Dealerweb has an established Kill Switch Functionality, which allows the Firm to close all markets simultaneously, close a single security or single product, and lock a firm or user, if necessary. In the normal course, Dealerweb performs the following:
1. Market Surveillance and Identification - Dealerweb's Market Support team proactively monitors market conditions and trader behavior across all Products using a specific set of support tools and applications to capture potential anomalies in the market. In addition, Tradeweb's Technical Operations Team actively monitors the platform and has built in alerts within the system that would call attention to any potential technological events or potential system disruptions. Subscribers will also notify Dealerweb Support team if they are experiencing any issues interacting with the ATS platform.
2. Assessing and Managing the Severity of a System Disruption - The Firm's Market Support Group and Tradeweb Technical Operations will work together to monitor and assess any potential system disruptions and will manage the situation based on the severity of the issue. In the event the system disruption would result in the Firm having to shut down the ATS platform, the Dealerweb Market Support Team can begin manually closing each market by initiating the Killswitch. Any decision made to shut down the ATS Platform and initiate the Killswitch will be made by Dealerweb's President and the Head of Sales. Prior to the system being brought back online, the Market Support Group will execute test trades to ensure that all functionality is available and ready for use within the platform.
3. Client Notification - The Market Support Group will keep subscribers informed of any potential system issues and progress that is being made towards a resolution. The Firm will send out a market-wide email, if necessary, communicating the system outage to all of its subscribers.
In addition, Dealerweb maintains a contingency plan as outlined in its Business Continuity / Disaster Recovery Plan ("BCP"), which addresses a number of critical factors, such as data back-up, mission critical systems, alternative communications with employees, regulators, and vendors and alternative physical locations for employees. The Firm conducts an annual review of its BCP plan and a copy of the plan is made available on the Firm's intranet website. 

Dealerweb is responsible for submitting the tape report to Nasdaq Trade Reporting Facilities ("TRF") in accordance with FINRA regulations upon the execution of a transaction. Presently, the Firm submits to the NASDAQ TRF Carteret, with Nasdaq TRF Chicago serving as the backup. The Firm will also report all trades to OATS and offers to report to OATS on behalf of its subscribers if they make such a request and sign all applicable agreements with the Firm.
For all EFP transactions, Dealerweb will report the futures leg of each transaction, including both the buy and sell to the CME on behalf each subscriber. 

Dealerweb requires subscribers to either be a member of the National Securities Clearing Corporation ("NSCC") and the Depository Trust Company ("DTC") or have clearing arrangements with a clearing firm that has the ability to clear trades through their NSCC membership and with a member of DTC to settle their trades. Subscribers must also be a member of the National Futures Association ("NFA") or be exempt from NFA registration in accordance with NFA Bylaw 1101 in order to execute transactions in EFPs. Upon trade match, the Dealerweb ATS will send trade and contra details to the buyer and seller. Dealerweb is not a party to any transactions as the Firm gives up all trades upon execution to each subscriber for subsequent clearing and settlement. A subscriber is responsible for submitting the clearing message to the NASDAQ TRF unless the subscriber requests Dealerweb to submit on its behalf. If a subscriber makes this request, the subscriber is then required to sign a Uniformed Service/Bureau Execution Agreement with Dealerweb. Once the agreement has been signed and submitted to NASDAQ for approval the Firm will submit a clearing message to the NASDAQ TRF Carteret on behalf of the subscriber.
The Firm will report both sides (buy and sell) of the futures component of the EFP transaction on behalf of each subscriber to the CME for clearance and settlement. The Firm is not a party to the transaction and each subscriber is ultimately responsible for ensuring the clearance and settlement of the futures leg of the EFP transaction with the CME. 

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

SPY and QQQ 

The Firm has established a Regulation ATS Fair Access Policy, which requires that the Firm establish written standards for granting prospective subscribers access to trading on its platform. The Firm's standards to trade EFP'ss and NAVX on the platform includes the following are:
1. The Prospective Subscriber is a registered broker-dealer, bank as defined under Securities Exchange Act of 1933, or investment advisor and is in good standing with its regulators, and has no material disciplinary history; or
2. The Prospective Subscriber is a buy-side institution with assets under management of at least $10 million and is in good standing with its regulators, as applicable; and
3. The Prospective Subscriber must adhere to Dealerweb's standard KYC request and provide certain pertinent documents, including its most recent Audited Financial Statement or equivalent financial statements, W-9 Tax Form, and List of Authorized Traders;
4. The Prospective Subscriber must satisfy Dealerweb's KYC requirements and review based on the financial information provided to Dealerweb;
5. The Prospective Subscriber must agree to the terms of, and have executed, the standard Dealerweb Master Participant Agreement and complete and sign the standard Dealerweb Dealer User Authorization Form; and
6. The Prospective Subscriber must have a self-clearing capability or have a valid existing third-party clearing relationship and be in good standing with its clearing organization.
Subscribers, depending upon their preference and satisfying all internal KYC and onboarding requirements, are able to trade EFPs, NAVX, or both products on the ATS and all subscribers are offered the same level of access to the ATS's services. The Dealerweb ATS fee structure for EFPs and NAVX does not discriminate against any subscriber or any class of subscribers. Dealerweb applies its written standards for prospective subscribers and subscribers in a fair and non-discriminatory manner.