Blue Ocean ATS

amendment_reason

Blue Ocean ATS, LLC is updating Part II, Item 6 of Form ATS-N to disclose that RQD* Clearing LLC is a service provider and a Subscriber to the ATS. The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Blue Ocean ATS is filing a Correcting Amendment to restore language previously found in the August 2023 ATS-N, including - Part III Item 7(a) order types accepted by the ATS, along with examples - Part III Item 11(c) how the ATS matches on a price-time priority basis, along with examples. The changes apply to all Subscribers and the Broker Dealer Operator

amendment_reason

Blue Ocean ATS is amending its ATS-N to update the eligibility requirements and fee schedule which is applied to all current and future Subscribers to have full access and services of the ATS. The changes include: 1) Part III, Item 2(b): (Blue Ocean ATS has written standards for granting applicants full access and services, Blue Ocean ATS does not use discretion or limit access to accepted Subscribers) 2) Part III, Item 3(a): (Blue Ocean ATS may exclude Subscribers who breach the written standards) 3) Part III, Item 19: (Blue Ocean ATS standard fee schedule applied to all Subscribers) The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Updating to the Material Amendment filed on August 26 2025 (Accession: 0001795131-25-000026) Material amendment to Part III, Item 7 and Part III, Item 15 of the BOATS ATS-N disclosing that the ATS is accepting orders with additional directions, including: 1) Orders may be entered with Time-in-Force ("TIF") instructions of "DAY," or Immediate-or-Cancel ("IOC"). 2) Orders may be designated with a "DISPLAYED," or "NON-DISPLAYED," direction. The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

This Correcting Amendment amends Part III, Items 7(a), 10(a) and 11(c) to note that the BOATS ATS accepts "Passive Orders" (that is, buy orders priced below, and sell orders priced above, the Reference Price Band for the relevant security), notwithstanding that such orders are ineligible for execution in the ATS. In addition, this Correcting Amendment amends Part III, Item 15(b) to note that the BOATS ATS Market Data (as defined herein) includes such Passive Orders and, separately, Part III, Items 7(a) and 20(a) to note that the BOATS ATS rejects orders in a security where the BOATS ATS has not identified a Last Sale Print (as defined herein) for the relevant security prior to the start of the relevant BOATS ATS trading session (i.e., by 8:00 P.M. ET). The changes herein apply to all Subscribers and the Broker-Dealer Operator.

amendment_reason

Blue Ocean ATS is filing a Correcting Amendment to Part III Item 4(a) and Part III Item 10(a) to correct the hours of operation, specifically that test orders may be submitted to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis from 8:00 p.m. ET to 4:00 a.m. ET. The changes apply to all Subscribers and the Broker Dealer Operator

amendment_reason

BOATS is amending Form ATS-N to revise how the Firm obtains the reference price for the clearly erroneous policy and revises the description "reference price," as used in the form. The changes include: Part III, Item 11 and Item 23. The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

The Updating Amendment contains the following changes: Part III Item 10: Opening and Reopening - changes the time at which the ATS retrieves reference data to "7:30 p.m. ET" from "7:50 p.m. ET"; Part III Item 23: Data - changes the time at which the ATS retrieves reference data to "7:30 p.m. ET" from "7:50 p.m. ET". The change is applicable to the ATS operated by the broker dealer, Blue Ocean ATS, LLC, and all Subscribers to the ATS.

amendment_reason

Blue Ocean ATS is amending Part III, Item 25 to disclose that the ATS is not subject to the Fair Access rule for symbol YANG and is accepting orders in YANG. The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

This is an updating amendment to the ATS-N filed for Blue Ocean ATS("BOATS") to change one Order Type, Broker Priority. The material amendment reflects changes to Part III Item 7, Part III Item 10, Part III Item 11, Part III Item 14, Part III Item 20. The material amendment also makes changes in fees for stocks that trade below $1.00. The material amendment reflects changes in Part III Item 19. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

This Updating Amendment to a Material Amendment filed on January 27, 2026 (accession no. 0000902664-26-000496). As noted herein, Part III, Items 7 and 11 are being amended to reflect that the ATS will reject sell orders priced greater than the upper limit of the Reference Price Band for the applicable security and buy orders priced less than the lower limit of the applicable Reference Price Band (i.e., Passive Orders). Part III, Item 15 is being amended to clarify that, because the ATS no longer accepts Passive Orders, such orders will no longer be included in the BOATS ATS Market Data. These changes, which will become effective in the ATS trading session beginning at 8:00 PM ET on March 1, 2026, apply to all subscribers and to the Broker-Dealer Operator.

amendment_reason

This is a material amendment to the ATS-N filed for Blue Ocean ATS("BOATS") in relation to the change in and this one Order Type, Broker Priority. The material amendment reflects changes to Part III Item 4a, Part III Item 7, Part III Item 10, Part III Item 11, Part III Item 14, Part III Item 20. The material amendment also notes changes in fees for stocks that trade below $1.00. The material amendment reflects changes in Part III Item 19. These changes apply to all subscribers and to the broker-dealer operator.

amendment_reason

Material amendment to Part II, Item 7 of the BOATS ATS-N disclosing that Eventus Validus has been granted access to Subscriber post-trade confidential trading information. The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Blue Ocean ATS, LLC is providing additional disclosures stating that the Firm has a fee schedule for stocks subject to fair access, when applicable. The changes include: Part III, Item 19a The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

The Updating Amendment contains the following changes: Please note that there was no impact on Broker Dealer Operations and the changes apply to everyone. Part 1, Question 8, attached as exhibit 1, is the most recently filed or amended Schedule A of Form BD for the Broker-Dealer Operator disclosing information related to direct owners and executive officers. Part 1, Question 9, Attached as Exhibit 2, the most recently filed or amended Schedule B of Form BD for the Broker-Dealer Operator disclosing information related to indirect owners.

amendment_reason

Material amendment to Part III, Item 7 and Part III, Item 15 of the BOATS ATS-N disclosing that the ATS is accepting orders with additional directions, including: 1) Orders may be entered with Time-in-Force ("TIF") instructions of "DAY," or Immediate-or-Cancel ("IOC"). 2) Orders may be designated with a "DISPLAYED," or "NON-DISPLAYED," direction. The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

This is a Material Amendment to the ATS-N filed for the Blue Ocean ATS ("BOATS") in relation to the change in clearing firms from Velox Clearing LLC (NSCC#3856) to RQD* Clearing, LLC (NSCC#4305). This Material Amendment reflects changes to Part II Item 6b, Part III Item 2b, Part III Item 22a. These changes apply to all Subscribers and to the broker-dealer operator.

amendment_reason

The Updating Amendment contains the following change: Part III Item 11: Trading Services, Facilities and Rules - eliminate the language "Through June 18th, 2021, SIRI and SNPE are the only NMS stocks eligible to trade on the ATS; thereafter, all NMS stocks will be eligible to trade on the ATS." and replace with "All NMS stocks are eligible to trade on the ATS." The change is applicable to the ATS operated by the broker dealer, Blue Ocean ATS, LLC, and all Subscribers to the ATS.

amendment_reason

Blue Ocean ATS is changing the response to Part III Item 14a (Counter Party Selection) concerning Broker preference from yes to no and removing the information to Broker Preference to Item 14. This applies to all Subscribers of the Broker Dealer Operator.

amendment_reason

Part III, Items 7 and 11 are amended to reflect that the ATS will reject sell orders priced greater than the upper limit of the Reference Price Band for the applicable security and buy orders priced less than the lower limit of the applicable Reference Price Band (i.e., Passive Orders). Part III, Item 15 is amended to clarify that, because the ATS no longer accepts Passive Orders, such orders will no longer be included in the BOATS ATS Market Data. These changes, which will become effective in the ATS trading session beginning at 8:00 PM ET on March 1, 2026, apply to all subscribers and to the Broker-Dealer Operator.

amendment_reason

Updating Amendment to disclose how BOATS handles pass-through fees, such as CAT and regulatory fees. The changes include: Part III, Item 19a The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Part III, Items 7 and 8 are amended to reflect that subscribers may request both increases and decreases (that is, not just decreases) to their assigned risk limits in the BOATS pre-trade risk controls and that BOATS will approve or reject such requests in its discretion. These changes apply to all subscribers and to the Broker-Dealer Operator.

amendment_reason

The Correcting Amendment contains the following changes: Please note that there was no impact on Broker Dealer Operations and the changes apply to everyone. Part II Item 5: Market Data distributed by Blue Ocean Technologies (BOT) to Subscribers. Part II Item 6: The handling of Confidential Trading Information (CTI) by employees of Blue Ocean ATS (BOATS) and BOT. Part II Item 7: Handling of CTI by both BOATS & BOT and as well as procedures & safeguards to ensure internal controls are operating correctly. Part III Item 15: Subscribers/recipients of BOT Market Data. Part III Item 19: To describe market data fees for BOT recipients, as well as ATS Fee Structure for Subscribers who executes orders on BOATS.

amendment_reason

Blue Ocean ATS is updating its ATS-N to disclose that Schedule A and Schedule B of the Firm's Form BD is available on the Firm's website and is accurate as of the date of this filing. The changes apply to all Subscribers and the Broker Dealer Operator

amendment_reason

Part III, Item 19 is amended to (i) state that Subscribers are not charged fees to access the ATS and (ii) allow for commissions charged, or rebates paid, for executions occurring in the ATS to be subject to negotiation and to provide a range of such commissions and rebates. This change applies to all subscribers and to the Broker-Dealer Operator.

amendment_reason

These are correcting amendments to the ATS-N filed for Blue Ocean ATS ("BOATS"). In Part III Item 7, the Broker Dealer Operator is removing the erroneous statement that reference prices for trades executed on the ATS are based on the best available bid and offer in the ATS at the time of trade. In Part III Item 8, the Broker Dealer Operator is removing the order size limit of 100 orders per second. In Part III Item 10, in which the Broker Dealer Operator applies a price band at the beginning of trading at 20% which was previously incorrectly disclosed at 15%. In addition, the Broker Dealer Operator is applying in Part III Item 10, the 20 % this band during the trading session. In Part III, Item 11, the Broker Dealer Operator increased the percentages for executions that would be considered an error and/or clearly erroneous.

amendment_reason

Blue Ocean ATS is correcting its ATS-N to update the fee schedule applied to Early Adopters of the ATS The changes include: 1) Part III, Item 19: (the Early Adopter fee range for taking liquidity is $.0014-.0015) The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

This is an Updating Amendment to the Material Amendments relating to the technology and operations services provided by MEMX Technologies, LLC "MEMX", including: 1. Part II, Item 6 (adding MEMX as a service provider to the BDO) 2. Part II, Item 7 (supplementing the protections on how the BDO and MEMX protect Subscriber CTI) 3. Part III, Item 5 (BOATS and MEMX support FIX 5.0 and Simple Binary Encoding) 4. Part III, Item 6 (MEMX and BOATS technology are co-located but segregated) 5. Part III, Item 11 (BOT licensing agreement with MEMX, technology shared with BOATS) 6. Part III. Item 11 (Confirming BOATS operating hours are 8:00 p.m. ET to 4:00 a.m. ET) 7. Part III, Item 15 (Updating the data feeds BOT and MEMX make available to recipients) 8. Part III, Item 20 (supplemental reasons for suspended trading, including MEMX issues) 9. Part III, Item 21 (MEMX reports ATS trades and establishes connection to trade reporting facility) 10. Part III, Item 23 (MEMX provides last print data) The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Material amendments to the BOATS ATS-N relating to the technology and operations services provided by MEMX Technologies, LLC "MEMX", including: 1. Part II, Item 6 (adding MEMX as a service provider to the BDO) 2. Part II, Item 7 (supplementing the protections on how the BDO and MEMX protect Subscriber CTI) 3. Part III, Item 5 (BOATS and MEMX support FIX 5.0 and Simple Binary Encoding) 4. Part III, Item 6 (MEMX and BOATS technology are co-located but segregated) 5. Part III, Item 11 (BOT licensing agreement with MEMX, technology shared with BOATS) 6. Part III. Item 11 (Confirming BOATS operating hours are 8:00 p.m. ET to 4:00 a.m. ET) 7. Part III, Item 15 (Updating the data feeds BOT and MEMX make available to recipients) 8. Part III, Item 20 (supplemental reasons for suspended trading, including MEMX issues) 9. Part III, Item 21 (MEMX reports ATS trades and establishes connection to trade reporting facility) 10. Part III, Item 23 (MEMX provides last print data) The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Blue Ocean ATS is updating Part III, Item 11(a) to disclose which NMS securities are enabled for trading on the website, https://blueocean-tech.io/blue-ocean-ats-service-status/ The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Correcting Amendments to remove the term "Sponsored Access Clients." Sponsored Access Clients do not have direct access to the ATS and participate on the ATS through their sponsoring Subscriber. The changes include: Part II Item 5a (Sponsored Access Clients receive market data the same as other recipients) Part III Item 3a (Sponsored Access Clients do not participate directly on the ATS, BOATS does not interact directly with a Subscriber's Sponsored Access Client) Item 4a (Sponsored Access Clients do not participate directly on the ATS and can not send test orders) Item 5a (Sponsored Access Clients participate on the ATS through their sponsoring Subscriber) Item 7a (Sponsored Access Clients participate on the ATS through their sponsoring Subscriber) Item 10 (Subscribers are responsible for communicating with their Sponsored Access Clients) Item 11 (Sponsored Access Clients participate on the ATS through their sponsoring Subscriber) Item 15b (Sponsored Access Clients receive market data the same as other recipients) Item 19a (Sponsored Access Clients are subject to the same market data fee schedule) The changes apply to all Subscribers and the Broker Dealer Operator.

amendment_reason

Blue Ocean ATS, LLC is revising and providing additional disclosures on the BDO's treatment of Subscribers and how the ATS operates in accordance with Fair Access. The changes include: i. Part II, Item 5: Summarizing the market data service terms and conditions offered by the parent company ii. Part II, Item 6: Stating that the BDO does not permit service providers to limit or deny services to Subscribers iii. Part III, Item 2: Stating that the BDO has the same Subscriber Agreements and terms for all Subscribers iv. Part III, Item 3: Describing the reasons why the BDO may exclude services to Subscribers v. Part III, Item 4: Stating that Price-Time priority applies to all Subscribers vi. Part III, Item 6: Stating that the BDO offers multi-mode and single-mode connectivity to all Subscribers vii. Part III, Item 7: Stating that all Subscribers are assigned the same risk limits when onboarded onto the ATS viii. Part III, Item 15: Explaining that all recipients of market data receive all the market data feeds and that BOT does not limit, delay, or restrict market data ix. Part III, Item 19: Revising market data fees assessed to all Subscribers x. Part III, Item 20: Describing the reasons why the BDO may suspend trading The changes apply to all Subscribers and the Broker Dealer Operator.

ats_name

BOATS

ats_name

BLUE OCEAN ATS, LLC

operator_crd

000306512

operator_name

BLUE OCEAN ATS, LLC

order_types

ORDER TYPES AND ORDER INSTRUCTIONS: BOATS supports only a single order type, LIMIT. Orders may be entered with Time-in-Force ("TIF") instructions of "DAY," or Immediate-or-Cancel ("IOC"). An order with "DAY," TIF instructions refers to the BOATS operating session of 8:00 p.m. ET to4:00 a.m. ET. Orders may be designated with a "DISPLAYED," or "NON-DISPLAYED," direction, further described in Part III, Item 15. Subscribers submitting orders with a "DISPLAYED," or "NON-DISPLAYED," direction, must submit the entire order with the direction. "DISPLAYED," or "NON-DISPLAYED" orders are matched based on the ATS' price/time priority rules. "MARKET" or "PEGGED" orders are not supported. Supported order types are available to all Subscribers. REFERENCE PRICE As detailed in response to Part III, Item 4, because the BOATS ATS does not operate during hours in which the SIPs are available to collect and disseminate market data, the ATS does not consider the NBBO for NMS Stocks enabled for trading on the ATS. Instead, the BOATS ATS employs a 20% price band for each NMS Stock enabled for trading on the BOATS ATS (each, a "Reference Price Band"). Orders priced more than 20% away from the applicable Reference Price (i.e., outside the applicable Reference Price Band) will be rejected. The applicable Reference Price Band for each symbol enabled for trading is determined prior to the open of the relevant BOATS ATS trading session. The Reference Price Band for a given security is static throughout the relevant BOATS ATS trading session. For the purpose of the Reference Price Bands, the "Reference Price" is the last national securities exchange print reported to the SIP, as of 7:30 p.m. ET (each, a "Last Sale Print"). Where, due to market data or other issues, the BOATS ATS' systems have not identified a Last Sale Print for a given security, such security will not be eligible for trading in the BOATS ATS and the BOATS ATS will reject all orders in the security for the relevant BOATS ATS trading session. The Reference Price Band for each symbol consists of an upper and lower limit, specific to the relevant ATS trading session, and based on such limits, the ATS will accept any order, regardless of side, priced at or inside the applicable Reference Price Band. As noted above, the BOATS ATS rejects all orders priced outside the applicable Reference Price Band, including, for clarity, all orders (buys and sells) priced greater than the upper limit or less than the lower limit of the applicable Reference Price Band. For example, if the Reference Price for a security is $10, the Reference Price Band for that security would be $8 to $12. Accordingly, the highest priced order that the ATS would accept in such security would be $12, and the lowest priced order that would be accepted would be $8. Only orders submitted within the applicable Reference Price Band are eligible for execution in the BOATS ATS. In the event BOATS determines a transaction occurred outside the applicable Reference Price Band, BOATS will break the transaction and notify the affected subscribers. Additionally, where BOATS determines that the BOATS ATS effected a transaction in a security without a Reference Price Band, BOATS will break the transaction and notify the affected subscribers. ORDER HANDLING AND PRIORITY BOATS looks to match orders with IOC TIF instructions upon receipt in the matching engine and will execute the order if a marketable contra interest exists. If there is no matching opportunity upon receipt or the order is not fully executed, the unexecuted quantity will automatically be cancelled back to the Subscriber. Orders, along with cancel/replaces, are time-stamped to the millisecond. Orders are matched by the ATS on a price/time priority basis. Once an order has been submitted the ATS matches it with a matching contra order rested on the ATS. Incoming orders and related messages (e.g., cancellations) are processed in the order in which they are received by the ATS. Change instructions reducing an order's size through a cancel/replace do not affect the order's original time priority. Change instructions which increase an order's size result in the order losing priority to existing orders at the same price. Change instructions to an order's price result in a new priority being assigned. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until: (i.) the order has expired by its terms, (ii.) the order is canceled, or (iii.) the order is executed. Executed orders are binding to Subscriber placing the order. Subscribers may cancel their pending eligible orders at any time before execution at their discretion. Orders with "IOC" TIF instructions cannot be modified, canceled, or replaced. Orders with "DISPLAYED," or "NON-DISPLAYED," direction can be modified, canceled, or replaced. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). All Subscribers are assigned the same risk limits (i.e. daily notional limit, maximum notional value per order, maximum order quantity, maximum orders per second) when onboarded onto the ATS. Subscribers can request lower or higher risk settings than those assigned to all Subscribers when onboarded, and BOATS will approve or reject such requests in its discretion. As described in Part III, Item 3(a), Subscribers who breach their assigned risk limits may be excluded from participating on the ATS. Trading Operations monitors Subscriber's assigned risk limits, including whether Subscribers are sending orders in excess of100 orders-per-second or a single order with a notional value exceeding $5million. Subscriber orders violating these risk limits will be rejected. All orders on the ATS order book are canceled at the end of the operating session.

order_types

Order Types BOATS only accepts limit day orders ("orders"). An order that is posted on the ATS and immediately executed (matched with a contra interest) against an order that was previously posted on the ATS is referred to as a "marketable" order; the order that was previously posted on the ATS is referred to as a "resting" order. For example: ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $10 is entered in the system at 11:00 p.m.; ORDER B: tagged with identifier CLIENT2, a LIMIT DAY sell order to sell 500 shares of ABC @ $11 is entered in the system at 11:01 p.m.; ORDER A and ORDER B are "resting" orders i.e., they are posted on the ATS and they are awaiting a contra interest; ORDER C: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 500 shares of ABC @ $10 is entered in the system at 11:02 p.m.; ORDER C is immediately executed (matched with a contra interest) @ $10 at 11:02 p.m. against resting ORDER A; ORDER C is a marketable order ORDER B remains resting on the ATS and will be held on the ATS until the end of the session, until the order is canceled, or until it is executed (matched with a contra interest) All orders on the ATS order book are canceled at the end the trading session. The only time-in-force instruction accepted by the ATS is DAY. Routing Orders are not routed away from BOATS. Message Priority Incoming orders and related messages e.g., cancellations, etc. are processed in the order in which they are received by the ATS. Match Priority Orders are time-stamped to the millisecond by the ATS upon receipt, as are cancel/replaces. Orders are matched by the ATS on a price/time priority basis. The orders of a Subscriber/Sponsored Access Client that enters both buy and sell orders in the same NMS Stock into the ATS are matched against each other, but only if there is not an existing order on the order book at the same or a better price. For example, assume the ATS receives the following orders: - ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $15.10 at 11:00 p.m.; - ORDER B: tagged with identifier CLIENT2, a LIMIT DAY buy order to buy 550 shares of ABC @ $15.10 at 11:01 p.m.; - ORDER C: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 600 shares of ABC @ $15.10 at 11:02 p.m.; - ORDER D: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 100 shares of ABC @ $15.10 at 11:03 p.m.; and - ORDER E: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 800 shares of ABC @ $15.10 at 11:04 p.m. Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to, and do not relate to the NBBO, which is not available during the Operating Hours. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until such order has expired by its terms, is canceled, or is executed and, when executed, is binding on the Subscriber placing the order (executed orders entered by Sponsored Access Clients are binding against the Subscriber providing sponsored access because BOATS' contractual relationship is with the Subscriber providing sponsored access, not the Sponsored Access Client). Subscribers/Sponsored Access Clients may cancel their pending orders at any time before execution at their discretion. A reduction in an order's size through a cancel/replace instruction does not affect the order's original time priority. Changes that increase an orders size cause the order to lose priority to existing orders at the same price and result in a new time priority. A change in an order's price, however, results in a new time priority being assigned to the order. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade credit and risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). The CCO or his or her designee determines the limits for each Subscriber based on a credit risk assessment before the Subscriber is permitted to commence trading on the ATS. These controls reject Subscriber orders that exceed pre-set credit thresholds or that contain a sub- penny price, among others. Required Fields - Sending time (Time of order creation expressed in UTC) - Client Order ID (unique identifier per order/per session) - Side (Buy, Sell, Sell Short, Sell Short Exempt) - Symbol - Time In Force = DAY - Order Type = Limit - Price

order_types

ORDER TYPES, ORDER INSTRUCTIONS, ORDER HANDLING, PRIORITY: BOATS supports only a single order type, LIMIT. Orders may be entered with Time-in-Force ("TIF") instructions of "DAY," or Immediate-or-Cancel ("IOC"). An order with "DAY," TIF instructions refers to the BOATS operating session of 8:00 p.m. ET to 4:00 a.m. ET. Orders may be designated with a "DISPLAYED," or "NON-DISPLAYED," direction, further described in Part III, Item 15. Subscribers submitting orders with a "DISPLAYED," or "NON-DISPLAYED," direction, must submit the entire order with the direction. "DISPLAYED," or "NON-DISPLAYED" orders are matched based on the ATS's price/time priority rules. "MARKET" or "PEGGED" orders are not supported. Supported order types are available to all Subscribers. BOATS looks to match orders with IOC TIF instructions upon receipt in the matching engine and will execute the order if a marketable contra interest exists. If there is no matching opportunity upon receipt or the order is not fully executed, the unexecuted quantity will automatically be cancelled back to the Subscriber. Because BOATS operating session, as described in Part III, Item 4, occurs after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to, and do not relate to the NBBO, which is not available during the operating session. Trades on the ATS are executed according to the reference price, as described in Part III, Item 23. Orders, along with cancel/replaces, are time-stamped to the millisecond. Orders are matched by the ATS on a price/time priority basis. Once an order has been submitted the ATS matches it with a matching contra order rested on the ATS. Incoming orders and related messages (e.g., cancellations) are processed in the order in which they are received by the ATS. Change instructions reducing an order's size through a cancel/replace do not affect the order's original time priority. Change instructions which increase an order's size result in the order losing priority to existing orders at the same price. Change instructions to an order's price result in a new priority being assigned. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until: (i.) the order has expired by its terms, (ii.) the order is canceled, or (iii.) the order is executed. Executed orders are binding to Subscriber placing the order. Subscribers may cancel their pending eligible orders at any time before execution at their discretion. Orders with "IOC" TIF instructions cannot be modified, canceled, or replaced. Orders with "DISPLAYED," or "NON-DISPLAYED," direction can be modified, canceled, or replaced. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). All Subscribers are assigned the same risk limits (i.e. daily notional limit, maximum notional value per order, maximum order quantity, maximum orders per second) when onboarded onto the ATS. Subscribers can request lower risk setting than those assigned to all Subscribers when onboarded. As described in Part III, Item 3(a), Subscribers who breach their assigned risk limits may be excluded from participating on the ATS. Trading Operations monitors Subscriber's assigned risk limits, including whether Subscribers are sending orders in excess of 100 orders-per-second or a single order with a notional value exceeding $5million. Subscriber orders violating these risk limits will be rejected. All orders on the ATS order book are canceled at the end of the operating session.

order_types

Order Types BOATS only accepts limit day orders ("orders"). An order that is posted on the ATS and immediately executed (matched with a contra interest) against an order that was previously posted on the ATS is referred to as a "marketable" order; the order that was previously posted on the ATS is referred to as a "resting" order. For example: ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $10 is entered in the system at 11:00 p.m.; ORDER B: tagged with identifier CLIENT2, a LIMIT DAY sell order to sell 500 shares of ABC @ $11 is entered in the system at 11:01 p.m.; ORDER A and ORDER B are "resting" orders i.e., they are posted on the ATS and they are awaiting a contra interest; ORDER C: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 500 shares of ABC @ $10 is entered in the system at 11:02 p.m.; ORDER C is immediately executed (matched with a contra interest) @ $10 at 11:02 p.m. against resting ORDER A; ORDER C is a marketable order ORDER B remains resting on the ATS and will be held on the ATS until the end of the session, until the order is canceled, or until it is executed (matched with a contra interest) All orders on the ATS order book are canceled at the end the trading session. The only time-in-force instruction accepted by the ATS is DAY. Routing Orders are not routed away from BOATS. Message Priority Incoming orders and related messages e.g., cancellations, etc. are processed in the order in which they are received by the ATS. Match Priority Orders are time-stamped to the millisecond by the ATS upon receipt, as are cancel/replaces. Orders are matched by the ATS on a price/time priority basis. The orders of a Subscriber/Sponsored Access Client that enters both buy and sell orders in the same NMS Stock into the ATS are matched against each other, but only if there is not an existing order on the order book at the same or a better price. For example, assume the ATS receives the following orders: - ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $15.10 at 11:00 p.m.; - ORDER B: tagged with identifier CLIENT2, a LIMIT DAY buy order to buy 550 shares of ABC @ $15.10 at 11:01 p.m.; - ORDER C: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 600 shares of ABC @ $15.10 at 11:02 p.m.; - ORDER D: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 100 shares of ABC @ $15.10 at 11:03 p.m.; and - ORDER E: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 800 shares of ABC @ $15.10 at 11:04 p.m. Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to and do not relate to the NBBO, which is not available during the Operating Hours. Rather, reference prices for trades executed on the ATS are based on the best available bid and offer on the ATS at the time of the trade. Order Cancellation and Amendment All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until such order has expired by its terms, is canceled, or is executed and, when executed, is binding on the Subscriber placing the order (executed orders entered by Sponsored Access Clients are binding against the Subscriber providing sponsored access because BOATS' contractual relationship is with the Subscriber providing sponsored access, not the Sponsored Access Client). Subscribers/Sponsored Access Clients may cancel their pending orders at any time before execution at their discretion. A reduction in an order's size through a cancel/replace instruction does not affect the order's original time priority. Changes that increase an orders size cause the order to lose priority to existing orders at the same price and result in a new time priority. A change in an order's price, however, results in a new time priority being assigned to the order. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade credit and risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). The CCO or his or her designee determines the limits for each Subscriber based on a credit risk assessment before the Subscriber is permitted to commence trading on the ATS. These controls reject Subscriber orders that exceed pre-set credit thresholds or that contain a sub- penny price, among others. Required Fields - Sending time (Time of order creation expressed in UTC) - Client Order ID (unique identifier per order/per session) - Side (Buy, Sell, Sell Short, Sell Short Exempt) - Symbol - Time In Force = DAY - Order Type = Limit - Price

order_types

Order Types BOATS only accepts limit day orders ("orders"). An order that is posted on the ATS and immediately executed (matched with a contra interest) against an order that was previously posted on the ATS is referred to as a "marketable" order; the order that was previously posted on the ATS is referred to as a "resting" order. For example: ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $10 is entered in the system at 11:00 p.m.; ORDER B: tagged with identifier CLIENT2, a LIMIT DAY sell order to sell 500 shares of ABC @ $11 is entered in the system at 11:01 p.m.; ORDER A and ORDER B are "resting" orders i.e., they are posted on the ATS and they are awaiting a contra interest; ORDER C: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 500 shares of ABC @ $10 is entered in the system at 11:02 p.m.; ORDER C is immediately executed (matched with a contra interest) @ $10 at 11:02 p.m. against resting ORDER A; ORDER C is a marketable order ORDER B remains resting on the ATS and will be held on the ATS until the end of the session, until the order is canceled, or until it is executed (matched with a contra interest) All orders on the ATS order book are canceled at the end the trading session. The only time-in-force instruction accepted by the ATS is DAY. Routing Orders are not routed away from BOATS. Message Priority Incoming orders and related messages e.g., cancellations, etc. are processed in the order in which they are received by the ATS. Match Priority Orders are time-stamped to the millisecond by the ATS upon receipt, as are cancel/replaces. Orders are matched by the ATS on a price/time priority basis, with the exception of orders entered as "broker priority." Orders that are entered as "broker priority" are matched by the ATS on a price/broker/time priority basis. A Subscriber/Sponsored Access Client elects broker priority for all transactions, not on a transaction-by-transaction basis. Broker priority is never a default setting on BOATS. If a Subscriber/Sponsored Access Client elects broker priority and enters both buy and sell orders for the same NMS Stock to the ATS, those orders are matched against each other, absent a better- priced order. If there is a better-priced order on the ATS, the broker priority order executes against the better-priced order. The orders of a Subscriber/Sponsored Access Client that has not elected broker priority, but that enters both buy and sell orders in the same NMS Stock into the ATS are matched against each other, but only if there is not an existing order on the order book at the same or a better price. For example, assume the ATS receives the following orders: - ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $15.10 at 11:00 p.m.; - ORDER B: tagged with identifier CLIENT2, a LIMIT DAY buy order to buy 550 shares of ABC @ $15.10 at 11:01 p.m.; - ORDER C: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 600 shares of ABC @ $15.10 at 11:02 p.m.; - ORDER D: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 100 shares of ABC @ $15.10 at 11:03 p.m.; and - ORDER E: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 800 shares of ABC @ $15.10 at 11:04 p.m. Where CLIENT 3 has elected broker priority, Order E is matched, based on broker priority, first with Order C and Order D (based on time priority) and the balance of 100 is matched, based on price- time priority, against Order A. Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to and do not relate to the NBBO, which is not available during the Operating Hours. Rather, reference prices for trades executed on the ATS are based on the best available bid and offer on the ATS at the time of the trade. Order Cancellation and Amendment All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until such order has expired by its terms, is canceled, or is executed and, when executed, is binding on the Subscriber placing the order (executed orders entered by Sponsored Access Clients are binding against the Subscriber providing sponsored access because BOATS' contractual relationship is with the Subscriber providing sponsored access, not the Sponsored Access Client). Subscribers/Sponsored Access Clients may cancel their pending orders at any time before execution at their discretion. A reduction in an order's size through a cancel/replace instruction does not affect the order's original time priority. Changes that increase an orders size cause the order to lose priority to existing orders at the same price and result in a new time priority. A change in an order's price, however, results in a new time priority being assigned to the order. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade credit and risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). The CCO or his or her designee determines the limits for each Subscriber based on a credit risk assessment before the Subscriber is permitted to commence trading on the ATS. These controls reject Subscriber orders that exceed pre-set credit thresholds or that contain a sub- penny price, among others. Required Fields - Sending time (Time of order creation expressed in UTC) - Client Order ID (unique identifier per order/per session) - Side (Buy, Sell, Sell Short, Sell Short Exempt) - Symbol - Time In Force = DAY - Order Type = Limit - Price

order_types

ORDER TYPES AND ORDER INSTRUCTIONS: BOATS supports only a single order type, LIMIT. Orders may be entered with Time-in-Force ("TIF") instructions of "DAY," or Immediate-or-Cancel ("IOC"). An order with "DAY," TIF instructions refers to the BOATS operating session of 8:00 p.m. ET to4:00 a.m. ET. Orders may be designated with a "DISPLAYED," or "NON-DISPLAYED," direction, further described in Part III, Item 15. Subscribers submitting orders with a "DISPLAYED," or "NON-DISPLAYED," direction, must submit the entire order with the direction. "DISPLAYED," or "NON-DISPLAYED" orders are matched based on the ATS' price/time priority rules. "MARKET" or "PEGGED" orders are not supported. Supported order types are available to all Subscribers. REFERENCE PRICE As detailed in response to Part III, Item 4, because the BOATS ATS does not operate during hours in which the SIPs are available to collect and disseminate market data, the ATS does not consider the NBBO for NMS Stocks enabled for trading on the ATS. Instead, the BOATS ATS employs a 20% price band for each NMS Stock enabled for trading on the BOATS ATS (each, a "Reference Price Band"), which prevents matches and executions of orders received by the BOATS ATS priced more than 20% away from the applicable Reference Price. The applicable Reference Price Band for each symbol enabled for trading is determined prior to the open of the relevant BOATS ATS trading session. The Reference Price Band for a given security is static throughout the relevant BOATS ATS trading session. For the purpose of the Reference Price Bands, the "Reference Price" is the last national securities exchange print reported to the SIP, as of 7:30 p.m. ET (each, a "Last Sale Print"). Where, due to market data or other issues, the BOATS ATS' systems have not identified a Last Sale Print for a given security, such security will not be eligible for trading in the BOATS ATS and the BOATS ATS will reject all orders in the security for the relevant BOATS ATS trading session. The Reference Price Band for each symbol consists of an upper and lower limit, specific to the relevant ATS trading session, and based on such limits, the ATS will accept, (i) any order, regardless of side, at or inside the applicable Reference Price Band and (ii) sell orders priced greater than the upper limit and buy orders priced less than the lower limit of the applicable Reference Price Band (such orders, "Passive Orders"). The BOATS ATS rejects Buy orders priced greater than the upper limit and sell orders priced less than the lower limit of the applicable Reference Price Band (such orders, "Aggressive Orders"). Orders priced outside the applicable Reference Price Band are ineligible for matching and execution. For example, if the Reference Price for a security is $10, the Reference Price Band for that security would be $8 to $12. Accordingly, the highest priced buy order that the ATS would accept in such security would be $12, and the lowest priced sell order that would be accepted would be $8. While the ATS would accept buy orders in the security priced below $8, and sell orders priced above $12, orders priced outside the applicable Reference Price Band are ineligible for matching and execution. Only orders submitted within the applicable Reference Price Band are eligible for execution in the BOATS ATS. In the event BOATS determines a transaction occurred outside the applicable Reference Price Band BOATS will break the transaction and notify the affected subscribers. Additionally, where BOATS determines that the BOATS ATS effected a transaction in a security without a Reference Price Band, BOATS will break the transaction and notify the affected subscribers. ORDER HANDLING AND PRIORITY BOATS looks to match orders with IOC TIF instructions upon receipt in the matching engine and will execute the order if a marketable contra interest exists. If there is no matching opportunity upon receipt or the order is not fully executed, the unexecuted quantity will automatically be cancelled back to the Subscriber. Orders, along with cancel/replaces, are time-stamped to the millisecond. Orders are matched by the ATS on a price/time priority basis. Once an order has been submitted the ATS matches it with a matching contra order rested on the ATS. Incoming orders and related messages (e.g., cancellations) are processed in the order in which they are received by the ATS. Change instructions reducing an order's size through a cancel/replace do not affect the order's original time priority. Change instructions which increase an order's size result in the order losing priority to existing orders at the same price. Change instructions to an order's price result in a new priority being assigned. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until: (i.) the order has expired by its terms, (ii.) the order is canceled, or (iii.) the order is executed. Executed orders are binding to Subscriber placing the order. Subscribers may cancel their pending eligible orders at any time before execution at their discretion. Orders with "IOC" TIF instructions cannot be modified, canceled, or replaced. Orders with "DISPLAYED," or "NON-DISPLAYED," direction can be modified, canceled, or replaced. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). All Subscribers are assigned the same risk limits (i.e. daily notional limit, maximum notional value per order, maximum order quantity, maximum orders per second) when onboarded onto the ATS. Subscribers can request lower or higher risk settings than those assigned to all Subscribers when onboarded, and BOATS will approve or reject such requests in its discretion. As described in Part III, Item 3(a), Subscribers who breach their assigned risk limits may be excluded from participating on the ATS. Trading Operations monitors Subscriber's assigned risk limits, including whether Subscribers are sending orders in excess of100 orders-per-second or a single order with a notional value exceeding $5million. Subscriber orders violating these risk limits will be rejected. All orders on the ATS order book are canceled at the end of the operating session.

order_types

Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to, and do not relate to the NBBO, which is not available during the Operating Hours.

order_types

Order Types BOATS only accepts limit day orders ("orders"). An order that is posted on the ATS and immediately executed (matched with a contra interest) against an order that was previously posted on the ATS is referred to as a "marketable" order; the order that was previously posted on the ATS is referred to as a "resting" order. For example: ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $10 is entered in the system at 11:00 p.m.; ORDER B: tagged with identifier CLIENT2, a LIMIT DAY sell order to sell 500 shares of ABC @ $11 is entered in the system at 11:01 p.m.; ORDER A and ORDER B are "resting" orders i.e., they are posted on the ATS and they are awaiting a contra interest; ORDER C: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 500 shares of ABC @ $10 is entered in the system at 11:02 p.m.; ORDER C is immediately executed (matched with a contra interest) @ $10 at 11:02 p.m. against resting ORDER A; ORDER C is a marketable order ORDER B remains resting on the ATS and will be held on the ATS until the end of the session, until the order is canceled, or until it is executed (matched with a contra interest) All orders on the ATS order book are canceled at the end the trading session. The only time-in-force instruction accepted by the ATS is DAY. Routing Orders are not routed away from BOATS. Message Priority Incoming orders and related messages e.g., cancellations, etc. are processed in the order in which they are received by the ATS. Match Priority Orders are time-stamped to the millisecond by the ATS upon receipt, as are cancel/replaces. Orders are matched by the ATS on a price/time priority basis. The orders of a Subscriber that enters both buy and sell orders in the same NMS Stock into the ATS are matched against each other, but only if there is not an existing order on the order book at the same or a better price. For example, assume the ATS receives the following orders: - ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $15.10 at 11:00 p.m.; - ORDER B: tagged with identifier CLIENT2, a LIMIT DAY buy order to buy 550 shares of ABC @ $15.10 at 11:01 p.m.; - ORDER C: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 600 shares of ABC @ $15.10 at 11:02 p.m.; - ORDER D: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 100 shares of ABC @ $15.10 at 11:03 p.m.; and - ORDER E: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 800 shares of ABC @ $15.10 at 11:04 p.m. Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to, and do not relate to the NBBO, which is not available during the Operating Hours. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until such order has expired by its terms, is canceled, or is executed and, when executed, is binding on the Subscriber placing the order. Subscribers may cancel their pending orders at any time before execution at their discretion. A reduction in an order's size through a cancel/replace instruction does not affect the order's original time priority. Changes that increase an orders size cause the order to lose priority to existing orders at the same price and result in a new time priority. A change in an order's price, however, results in a new time priority being assigned to the order. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade credit and risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). The CCO or his or her designee determines the limits for each Subscriber based on a credit risk assessment before the Subscriber is permitted to commence trading on the ATS. These controls reject Subscriber orders that exceed pre-set credit thresholds or that contain a sub- penny price, among others. Required Fields - Sending time (Time of order creation expressed in UTC) - Client Order ID (unique identifier per order/per session) - Side (Buy, Sell, Sell Short, Sell Short Exempt) - Symbol - Time In Force = DAY - Order Type = Limit - Price

order_types

Order Types BOATS only accepts limit day orders ("orders"). An order that is posted on the ATS and immediately executed (matched with a contra interest) against an order that was previously posted on the ATS is referred to as a "marketable" order; the order that was previously posted on the ATS is referred to as a "resting" order. For example: ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $10 is entered in the system at 11:00 p.m.; ORDER B: tagged with identifier CLIENT2, a LIMIT DAY sell order to sell 500 shares of ABC @ $11 is entered in the system at 11:01 p.m.; ORDER A and ORDER B are "resting" orders i.e., they are posted on the ATS and they are awaiting a contra interest; ORDER C: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 500 shares of ABC @ $10 is entered in the system at 11:02 p.m.; ORDER C is immediately executed (matched with a contra interest) @ $10 at 11:02 p.m. against resting ORDER A; ORDER C is a marketable order ORDER B remains resting on the ATS and will be held on the ATS until the end of the session, until the order is canceled, or until it is executed (matched with a contra interest) All orders on the ATS order book are canceled at the end the trading session. The only time-in-force instruction accepted by the ATS is DAY. Routing Orders are not routed away from BOATS. Message Priority Incoming orders and related messages e.g., cancellations, etc. are processed in the order in which they are received by the ATS. Match Priority Orders are time-stamped to the millisecond by the ATS upon receipt, as are cancel/replaces. Orders are matched by the ATS on a price/time priority basis. The orders of a Subscriber that enters both buy and sell orders in the same NMS Stock into the ATS are matched against each other, but only if there is not an existing order on the order book at the same or a better price. For example, assume the ATS receives the following orders: - ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $15.10 at 11:00 p.m.; - ORDER B: tagged with identifier CLIENT2, a LIMIT DAY buy order to buy 550 shares of ABC @ $15.10 at 11:01 p.m.; - ORDER C: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 600 shares of ABC @ $15.10 at 11:02 p.m.; - ORDER D: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 100 shares of ABC @ $15.10 at 11:03 p.m.; and - ORDER E: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 800 shares of ABC @ $15.10 at 11:04 p.m. Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to, and do not relate to the NBBO, which is not available during the Operating Hours. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until such order has expired by its terms, is canceled, or is executed and, when executed, is binding on the Subscriber placing the order. Subscribers may cancel their pending orders at any time before execution at their discretion. A reduction in an order's size through a cancel/replace instruction does not affect the order's original time priority. Changes that increase an orders size cause the order to lose priority to existing orders at the same price and result in a new time priority. A change in an order's price, however, results in a new time priority being assigned to the order. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). All Subscribers are assigned the same risk limits (i.e. daily notional limit, maximum notional value per order, maximum order quantity, maximum orders per second) when onboarded onto the ATS. Subscribers can request lower risk setting than those assigned to all Subscribers when onboarded. As described in Part III, Item 3(a), Subscribers who breach their assigned risk limits may be excluded from participating on the ATS. Trading Operations monitors Subscriber's assigned risk limits, including whether Subscribers are sending orders in excess of 100 orders-per-second or a single order with a notional value exceeding $5million. Subscriber orders violating these risk limits will be rejected, and Subscribers are reminded of their assigned risk limits Required Fields - Sending time (Time of order creation expressed in UTC) - Client Order ID (unique identifier per order/per session) - Side (Buy, Sell, Sell Short, Sell Short Exempt) - Symbol - Time In Force = DAY - Order Type = Limit - Price

order_types

Order Types BOATS only accepts limit day orders ("orders"). An order that is posted on the ATS and immediately executed (matched with a contra interest) against an order that was previously posted on the ATS is referred to as a "marketable" order; the order that was previously posted on the ATS is referred to as a "resting" order. For example: ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $10 is entered in the system at 11:00 p.m.; ORDER B: tagged with identifier CLIENT2, a LIMIT DAY sell order to sell 500 shares of ABC @ $11 is entered in the system at 11:01 p.m.; ORDER A and ORDER B are "resting" orders i.e., they are posted on the ATS and they are awaiting a contra interest; ORDER C: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 500 shares of ABC @ $10 is entered in the system at 11:02 p.m.; ORDER C is immediately executed (matched with a contra interest) @ $10 at 11:02 p.m. against resting ORDER A; ORDER C is a marketable order ORDER B remains resting on the ATS and will be held on the ATS until the end of the session, until the order is canceled, or until it is executed (matched with a contra interest) All orders on the ATS order book are canceled at the end the trading session. The only time-in-force instruction accepted by the ATS is DAY. Routing Orders are not routed away from BOATS. Message Priority Incoming orders and related messages e.g., cancellations, etc. are processed in the order in which they are received by the ATS. Match Priority Orders are time-stamped to the millisecond by the ATS upon receipt, as are cancel/replaces. Orders are matched by the ATS on a price/time priority basis, with the exception of orders entered as "broker priority." Orders that are entered as "broker priority" are matched by the ATS on a price/broker/time priority basis. A Subscriber/Sponsored Access Client elects broker priority for all transactions, not on a transaction-by-transaction basis. Broker priority is never a default setting on BOATS. If a Subscriber/Sponsored Access Client elects broker priority and enters both buy and sell orders for the same NMS Stock to the ATS, those orders are matched against each other, absent a better- priced order. If there is a better-priced order on the ATS, the broker priority order executes against the better-priced order. The orders of a Subscriber/Sponsored Access Client that has not elected broker priority, but that enters both buy and sell orders in the same NMS Stock into the ATS are matched against each other, but only if there is not an existing order on the order book at the same or a better price. For example, assume the ATS receives the following orders: - ORDER A: tagged with identifier CLIENT1, a LIMIT DAY buy order to buy 500 shares of ABC @ $15.10 at 11:00 p.m.; - ORDER B: tagged with identifier CLIENT2, a LIMIT DAY buy order to buy 550 shares of ABC @ $15.10 at 11:01 p.m.; - ORDER C: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 600 shares of ABC @ $15.10 at 11:02 p.m.; - ORDER D: tagged with identifier CLIENT3, a LIMIT DAY buy order to buy 100 shares of ABC @ $15.10 at 11:03 p.m.; and - ORDER E: tagged with identifier CLIENT3, a LIMIT DAY sell order to sell 800 shares of ABC @ $15.10 at 11:04 p.m. Where CLIENT 3 has elected broker priority, Order E is matched, based on broker priority, first with Order C and Order D (based on time priority) and the balance of 100 is matched, based on price- time priority, against Order A. Because the ATS's Operating Hours (8 p.m. ET to 4 a.m. ET) are after the Core Market Hours (9:30 a.m. ET to 4 p.m. ET, Monday through Friday), trades executed on the ATS are not priced according to and do not relate to the NBBO, which is not available during the Operating Hours. Rather, reference prices for trades executed on the ATS are based on the best available bid and offer on the ATS at the time of the trade. Order Cancellation and Amendment All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until such order has expired by its terms, is canceled, or is executed and, when executed, is binding on the Subscriber placing the order (executed orders entered by Sponsored Access Clients are binding against the Subscriber providing sponsored access because BOATS' contractual relationship is with the Subscriber providing sponsored access, not the Sponsored Access Client). Subscribers/Sponsored Access Clients may cancel their pending orders at any time before execution at their discretion. A reduction in an order's size through a cancel/replace instruction does not affect the order's original time priority. Changes that increase an orders size cause the order to lose priority to existing orders at the same price and result in a new time priority. A change in an order's price, however, results in a new time priority being assigned to the order. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade credit and risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). The CCO or his or her designee determines the limits for each Subscriber based on a credit risk assessment before the Subscriber is permitted to commence trading on the ATS. These controls reject Subscriber orders that exceed pre-set credit thresholds or that contain a sub- penny price, among others. Required Fields - Sending time (Time of order creation expressed in UTC) - Client Order ID (unique identifier per order/per session) - Side (Buy, Sell, Sell Short, Sell Short Exempt) - Symbol - Time In Force = DAY - Order Type = Limit - Price

order_types

ORDER TYPES AND ORDER INSTRUCTIONS: BOATS supports only a single order type, LIMIT. Orders may be entered with Time-in-Force ("TIF") instructions of "DAY," or Immediate-or-Cancel ("IOC"). An order with "DAY," TIF instructions refers to the BOATS operating session of 8:00 p.m. ET to4:00 a.m. ET. Orders may be designated with a "DISPLAYED," or "NON-DISPLAYED," direction, further described in Part III, Item 15. Subscribers submitting orders with a "DISPLAYED," or "NON-DISPLAYED," direction, must submit the entire order with the direction. "DISPLAYED," or "NON-DISPLAYED" orders are matched based on the ATS' price/time priority rules. "MARKET" or "PEGGED" orders are not supported. Supported order types are available to all Subscribers. REFERENCE PRICE As detailed in response to Part III, Item 4, because the BOATS ATS does not operate during hours in which the SIPs are available to collect and disseminate market data, the ATS does not consider the NBBO for NMS Stocks enabled for trading on the ATS. Instead, the BOATS ATS employs a 20% price band for each NMS Stock enabled for trading on the BOATS ATS (each, a "Reference Price Band"), which prevents matches and executions of orders received by the BOATS ATS priced more than 20% away from the applicable Reference Price. The applicable Reference Price Band for each symbol enabled for trading is determined prior to the open of the relevant BOATS ATS trading session. The Reference Price Band for a given security is static throughout the relevant BOATS ATS trading session. For the purpose of the Reference Price Bands, the "Reference Price" is the last national securities exchange print reported to the SIP, as of 7:30 p.m. ET (each, a "Last Sale Print"). Where, due to market data or other issues, the BOATS ATS' systems have not identified a Last Sale Print for a given security, such security will not be eligible for trading in the BOATS ATS and the BOATS ATS will reject all orders in the security for the relevant BOATS ATS trading session. The Reference Price Band for each symbol consists of an upper and lower limit, specific to the relevant ATS trading session, and based on such limits, the ATS will accept, (i) any order, regardless of side, at or inside the applicable Reference Price Band and (ii) sell orders priced greater than the upper limit and buy orders priced less than the lower limit of the applicable Reference Price Band (such orders, "Passive Orders"). The BOATS ATS rejects Buy orders priced greater than the upper limit and sell orders priced less than the lower limit of the applicable Reference Price Band (such orders, "Aggressive Orders"). Orders priced outside the applicable Reference Price Band are ineligible for matching and execution. For example, if the Reference Price for a security is $10, the Reference Price Band for that security would be $8 to $12. Accordingly, the highest priced buy order that the ATS would accept in such security would be $12, and the lowest priced sell order that would be accepted would be $8. While the ATS would accept buy orders in the security priced below $8, and sell orders priced above $12, orders priced outside the applicable Reference Price Band are ineligible for matching and execution. Only orders submitted within the applicable Reference Price Band are eligible for execution in the BOATS ATS. In the event BOATS determines a transaction occurred outside the applicable Reference Price Band BOATS will break the transaction and notify the affected subscribers. Additionally, where BOATS determines that the BOATS ATS effected a transaction in a security without a Reference Price Band, BOATS will break the transaction and notify the affected subscribers. ORDER HANDLING AND PRIORITY BOATS looks to match orders with IOC TIF instructions upon receipt in the matching engine and will execute the order if a marketable contra interest exists. If there is no matching opportunity upon receipt or the order is not fully executed, the unexecuted quantity will automatically be cancelled back to the Subscriber. Orders, along with cancel/replaces, are time-stamped to the millisecond. Orders are matched by the ATS on a price/time priority basis. Once an order has been submitted the ATS matches it with a matching contra order rested on the ATS. Incoming orders and related messages (e.g., cancellations) are processed in the order in which they are received by the ATS. Change instructions reducing an order's size through a cancel/replace do not affect the order's original time priority. Change instructions which increase an order's size result in the order losing priority to existing orders at the same price. Change instructions to an order's price result in a new priority being assigned. All orders entered into BOATS are considered firm orders. An order is actionable and eligible for execution at any time until: (i.) the order has expired by its terms, (ii.) the order is canceled, or (iii.) the order is executed. Executed orders are binding to Subscriber placing the order. Subscribers may cancel their pending eligible orders at any time before execution at their discretion. Orders with "IOC" TIF instructions cannot be modified, canceled, or replaced. Orders with "DISPLAYED," or "NON-DISPLAYED," direction can be modified, canceled, or replaced. Orders are rejected if they contain instructions or order attributes that are not supported by the ATS, such as an invalid stock symbol. Subscribers are also subject to pre-trade risk controls to prevent certain orders from reaching the ATS. Each Subscriber is subject to a daily notional value limit, a maximum notional value per order, a maximum quantity per order, a maximum number of orders per second, and a maximum number of duplicate orders (same ticker symbol, size, side, order type and price). All Subscribers are assigned the same risk limits (i.e. daily notional limit, maximum notional value per order, maximum order quantity, maximum orders per second) when onboarded onto the ATS. Subscribers can request lower risk setting than those assigned to all Subscribers when onboarded. As described in Part III, Item 3(a), Subscribers who breach their assigned risk limits may be excluded from participating on the ATS. Trading Operations monitors Subscriber's assigned risk limits, including whether Subscribers are sending orders in excess of100 orders-per-second or a single order with a notional value exceeding $5million. Subscriber orders violating these risk limits will be rejected. All orders on the ATS order book are canceled at the end of the operating session.

means_of_entry

General Operation of the ATS Subscribers access BOATS via a Financial Information Exchange ("FIX") connection. Such access is available to Subscribers through an internet protocol address via communications that are compliant with the FIX API provided by the ATS. BOATS and MEMX support FIX 5.0 and Simple Binary Encoding. BOATS only accepts orders via FIX. It does not accept orders via telephone, email, instant message, or other form of communication. BOATS does not route orders away from the ATS; BOATS does not support the routing of orders to any other venue.

means_of_entry

General Operation of the ATS Subscribers access BOATS via a Financial Information Exchange ("FIX") connection. Such access is available to Subscribers through an internet protocol address via communications that are compliant with the FIX API provided by the ATS. The ATS supports FIX 4.2. Sponsored Access Clients access BOATS through their sponsoring Subscriber. BOATS only accepts orders via FIX. It does not accept orders via telephone, email, instant message, or other form of communication. BOATS does not route orders away from the ATS; BOATS does not support the routing of orders to any other venue.

means_of_entry

General Operation of the ATS Subscribers access BOATS via a Financial Information Exchange ("FIX") connection. Such access is available to Subscribers through an internet protocol address via communications that are compliant with the FIX API provided by the ATS. BOATS and MEMX support FIX 5.0 and Simple Binary Encoding. BOATS only accepts orders via FIX. It does not accept orders via telephone, email, instant message, or other form of communication. BOATS does not route orders away from the ATS; BOATS does not support the routing of orders to any other venue.

means_of_entry

General Operation of the ATS Subscribers access BOATS via a Financial Information Exchange ("FIX") connection. Such access is available to Subscribers through an internet protocol address via communications that are compliant with the FIX API provided by the ATS. BOATS and MEMX support FIX 5.0 and Simple Binary Encoding. Sponsored Access Clients access BOATS through their sponsoring Subscriber. BOATS only accepts orders via FIX. It does not accept orders via telephone, email, instant message, or other form of communication. BOATS does not route orders away from the ATS; BOATS does not support the routing of orders to any other venue.

pricing_methodology

BOATS obtains last print data from MEMX that provides a reference price as of 7:30 p.m. ET on each trading day for each NMS Stock that trades on the ATS. The 7:30 Reference Price is determined by referencing the price of the last trade reported to the SIP from a primary exchange in each symbol that occurred at/before 7:30PM EST.

pricing_methodology

BOATS obtains last print data from MEMX that provides a reference price as of 7:30 p.m. ET on each trading day for each NMS Stock that trades on the ATS. That reference price is the last sale price for each security printed on a national securities exchange. BOATS receives halt information from exchange member alerts.

pricing_methodology

BOATS obtains last print data from OneMarketData LLC that provides a reference price as of 7:30 p.m. ET on each trading day for each NMS Stock that trades on the ATS. That reference price is the last sale price for each security printed on a national securities exchange. BOATS receives halt information from exchange member alerts.

pricing_methodology

BOATS obtains last print data from OneMarketData LLC that provides a reference price as of 7:50 p.m. ET on each trading day for each NMS Stock that trades on the ATS. That reference price is the last sale price for each security printed on a national securities exchange. BOATS receives halt information from exchange member alerts.

counterparty_selection

As described in Part III, Item 7, a Subscriber (or its Sponsored Access Client) can choose broker priority, where the Subscriber's (or its Sponsored Access Client's) orders interact with its own contra orders for the same NMS Stock at the same price. The ATS's matching engine respects that preference unless resting orders in the ATS's order book are better priced. A Subscriber (or its Sponsored Access Client) that chooses broker priority cannot designate that its orders execute or not execute against the orders of other specified Subscribers (or its Sponsored Access Clients) if such orders are better priced. For example, Subscriber A cannot designate its order to execute against/not execute against Subscriber B's orders.

counterparty_selection

The ATS's matching engine respects that preference unless resting orders in the ATS's order book are better priced.

financial_condition_summary

BOATS charges Subscribers a negotiated per-executed-share-fee for shares executed on the NMS Stock ATS regardless of whether the Subscriber or its Sponsored Access Client enters the orders underlying the transactions. That is, BOATS only charges Subscribers. This fee may be in the form of a rebate (for adding liquidity to the ATS i.e., posting orders to the ATS which are not immediately executed against trading interest already on the ATS) or a charge (for taking liquidity i.e., posting orders to the ATS which are immediately executed against trading interest already on the ATS). Negotiated per-executed share fees range from ($.0027) for adding liquidity to $.0030 for taking liquidity. All Subscribers are charged appropriate pass through fees which are permitted under the rules promulgated by the SEC and FINRA. BOT leverages Third-Party Distributors to deliver market data to recipients. BOT charges Subscribers and Sponsored Access Clients for market data. Depending on setup costs, recurring fees, and technology integration costs, BOT incurs costs to fully integrate its direct market data feed into the Third-Party Distributors platform. BOT charges $12,500 for the Third-Party Distributors and charges $5,000 for receiving market data directly from BOT (i.e., Subscribers and Sponsored Access Clients) (see Part II, Item 5 and Part III, Item 15).

financial_condition_summary

BOATS charges Subscribers a negotiated per-executed-share-fee for shares executed on the NMS Stock ATS regardless of whether the Subscriber or its Sponsored Access Client enters the orders underlying the transactions. That is, BOATS only charges Subscribers. This fee may be in the form of a rebate (for adding liquidity to the ATS i.e., posting orders to the ATS which are not immediately executed against trading interest already on the ATS) or a charge (for taking liquidity i.e., posting orders to the ATS which are immediately executed against trading interest already on the ATS). Negotiated per-executed share fees range from ($.0027) for adding liquidity to $.0030 for taking liquidity. All Subscribers are charged appropriate pass through fees which are permitted under the rules promulgated by the SEC and FINRA. BOATS does not charge a fee to Subscribers, Sponsored Access Clients, or Blue Ocean Technologies, LLC for data. However, depending on the complexity and/or scope of work required to properly connect recipients to the ATS, Blue Ocean Technologies, LLC charges fees to BOATS to offset the costs directly associated with the delivery of the data to recipients. BOATS passes through these fees to recipients (see Part II, Item 5 and Part III, Item 15).

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 - $.0015 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) Other Fees: All Subscribers are charged applicable pass-through fees, such as CAT and regulatory fees, which are tied to the side of each transaction. Since BOATS is the executing broker for all trades on the ATS, the BDO reports a cross trade as the buyer and seller for trade reporting purposes (i.e., "Alternative #1" method under FINRA guidance), and is charged CAT fees accordingly. BOATS incurs these fees and passes all allocated regulatory or applicable fees back to the Subscriber without any additional mark-up. As described in Part II, Item 5(a) and Part III, Item 15(b) BOATS is responsible for the creation and anonymization of market data, and BOT manages and distributes market data. BOT incurs costs to fully integrate its market data feed into Third-Party Distributors platform, for recipients who receive market data from a Third-Party. Any Receiver who elects to take market data from a Third-Party Distributor may be subject to additional fees (i.e. technology configuration fees), which are not remitted to the BDO or parent company. There is no initial set-up fee for market data. Market data fees are outlined in the Master Data Agreements, and are assessed monthly: Market Data Fees: For top-of-book or depth-of-book market data, BOT charges a monthly fee ranging between $8 to $14,000, for display user licenses. The display user licenses fee range is determined by how a financial institution uses market data (i.e. a financial institution may have multiple $8 licenses which allow market data to be displayed on a single screen or terminal to $14,000 license for enterprise-wide display which allows market data to be displayed to an online brokerage userbase). Non-display license fees are $5,000. Non-display licensing allows market data to be used by systems or devices but not displayed to end-users. Display and non-display licenses are charged separately and are additive. A single financial institution may be able to combine a non-display fee with a display fee such that it exceeds $14,000. For example, a financial institution may have a single agreement with global affiliates. Under that agreement, the financial institution's market making group accepts a non-display fee of $5,000. A completely separated subsidiary of the financial institution elects a $12,500 display user license. Collectively the financial institution accrues monthly fees of $17,500. Historical recorded copies of real-time market data is separately made available via file server for convenience at a cost of $200-$1000 dependent if used for internal or external redistribution purposes.

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 - $.0015 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) The fee schedule for stocks subject to fair access, when applicable, is included as part of the Firm's written standards in Part III, Item 25. Other Fees: All Subscribers are charged applicable pass-through fees, such as CAT and regulatory fees, which are tied to the side of each transaction. Since BOATS is the executing broker for all trades on the ATS, the BDO reports a cross trade as the buyer and seller for trade reporting purposes (i.e., "Alternative #1" method under FINRA guidance), and is charged CAT fees accordingly. BOATS incurs these fees and passes all allocated regulatory or applicable fees back to the Subscriber without any additional mark-up. As described in Part II, Item 5(a) and Part III, Item 15(b) BOATS is responsible for the creation and anonymization of market data, and BOT manages and distributes market data. BOT incurs costs to fully integrate its market data feed into Third-Party Distributors platform, for recipients who receive market data from a Third-Party. Any Receiver who elects to take market data from a Third-Party Distributor may be subject to additional fees (i.e. technology configuration fees), which are not remitted to the BDO or parent company. There is no initial set-up fee for market data. Market data fees are outlined in the Master Data Agreements, and are assessed monthly: Market Data Fees: For top-of-book or depth-of-book market data, BOT charges a monthly fee ranging between $8 to $14,000, for display user licenses. The display user licenses fee range is determined by how a financial institution uses market data (i.e. a financial institution may have multiple $8 licenses which allow market data to be displayed on a single screen or terminal to $14,000license for enterprise-wide display which allows market data to be displayed to an online brokerage userbase). Non-display license fees are $5,000. Non-display licensing allows market data to be used by systems or devices but not displayed to end-users. Display and non-display licenses are charged separately and are additive. A single financial institution may be able to combine a non-display fee with a display fee such that it exceeds $14,000. For example, a financial institution may have a single agreement with global affiliates. Under that agreement, the financial institution's market making group accepts a non-display fee of $5,000. A completely separated subsidiary of the financial institution elects a $12,500 display user license. Collectively the financial institution accrues monthly fees of $17,500. Historical recorded copies of real-time market data is separately made available via file server for convenience at a cost of $200-$1000 dependent if used for internal or external redistribution purposes.

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 - $.0015 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) BOT leverages Third-Party Distributors to deliver market data to recipients. BOT charges Subscribers and Sponsored Access Clients for market data. Depending on setup costs, recurring fees, and technology integration costs, BOT incurs costs to fully integrate its direct market data feed into the Third-Party Distributors platform. BOT charges $12,500 for the Third-Party Distributors and charges $5,000 for receiving market data directly from BOT (i.e., Subscribers and Sponsored Access Clients) (see Part II, Item 5 and Part III, Item 15).

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 - $.0015 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) BOT leverages Third-Party Distributors to deliver market data to recipients. BOT charges Subscribers for market data. Depending on setup costs, recurring fees, and technology integration costs, BOT incurs costs to fully integrate its direct market data feed into the Third-Party Distributors platform. BOT charges $12,500 for the Third-Party Distributors and charges $5,000 for receiving market data directly from BOT (i.e., Subscribers) (see Part II, Item 5 and Part III, Item 15). Other Fees: All Subscribers are charged applicable pass-through fees, such as CAT and regulatory fees, which are tied to the side of each transaction. Since BOATS is the executing broker for all trades on the ATS, the BDO reports a cross trade as the buyer and seller for trade reporting purposes (i.e., "Alternative #1" method under FINRA guidance), and is charged CAT fees accordingly. BOATS incurs these fees and passes all allocated regulatory or applicable fees back to the Subscriber without any additional mark-up.

financial_condition_summary

BOATS charges Subscribers a negotiated per-executed-share-fee for shares executed on the NMS Stock ATS regardless of whether the Subscriber or its Sponsored Access Client enters the orders underlying the transactions. That is, BOATS only charges Subscribers. This fee may be in the form of a rebate (for adding liquidity to the ATS i.e., posting orders to the ATS which are not immediately executed against trading interest already on the ATS) or a charge (for taking liquidity i.e., posting orders to the ATS which are immediately executed against trading interest already on the ATS). For stocks above $1.00, negotiated per-executed share fees range from ($.0027) for adding liquidity to $.0030 for taking liquidity. For stocks below $1.00, negotiated fees are (0.10%-0.50% i.e., 10-50 basis points of total dollar volume) to take liquidity. All Subscribers are charged appropriate pass through fees which are permitted under the rules promulgated by the SEC and FINRA. BOT leverages Third-Party Distributors to deliver market data to recipients. BOT charges Subscribers and Sponsored Access Clients for market data. Depending on setup costs, recurring fees, and technology integration costs, BOT incurs costs to fully integrate its direct market data feed into the Third-Party Distributors platform. BOT charges $12,500 for the Third-Party Distributors and charges $5,000 for receiving market data directly from BOT (i.e., Subscribers and Sponsored Access Clients) (see Part II, Item 5 and Part III, Item 15).

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 - $.0015 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) The fee schedule for stocks subject to fair access, when applicable, is included as part of the Firm's written standards in Part III, Item 25. Other Fees: All Subscribers are charged applicable pass-through fees, such as CAT and regulatory fees, which are tied to the side of each transaction. Since BOATS is the executing broker for all trades on the ATS, the BDO reports a cross trade as the buyer and seller for trade reporting purposes (i.e., "Alternative #1" method under FINRA guidance), and is charged CAT fees accordingly. BOATS incurs these fees and passes all allocated regulatory or applicable fees back to the Subscriber without any additional mark-up. As described in Part II, Item 5(a) and Part III, Item 15(b) BOATS is responsible for the creation and anonymization of market data, and BOT manages and distributes market data. BOT incurs costs to fully integrate its market data feed into Third-Party Distributors platform, for recipients who receive market data from a Third-Party. Any Receiver who elects to take market data from a Third-Party Distributor may be subject to additional fees (i.e. technology configuration fees), which are not remitted to the BDO or parent company. There is no initial set-up fee for market data. Market data fees are outlined in the Master Data Agreements, and are assessed monthly: Market Data Fees: For top-of-book or depth-of-book market data, BOT charges a monthly fee ranging between $8 to $14,000, for display user licenses. The display user licenses fee range is determined by how a financial institution uses market data (i.e. a financial institution may have multiple $8 licenses which allow market data to be displayed on a single screen or terminal to $14,000 license for enterprise-wide display which allows market data to be displayed to an online brokerage userbase). Non-display license fees are $5,000. Non-display licensing allows market data to be used by systems or devices but not displayed to end-users. Display and non-display licenses are charged separately and are additive. A single financial institution may be able to combine a non-display fee with a display fee such that it exceeds $14,000. For example, a financial institution may have a single agreement with global affiliates. Under that agreement, the financial institution's market making group accepts a non-display fee of $5,000. A completely separated subsidiary of the financial institution elects a $12,500 display user license. Collectively the financial institution accrues monthly fees of $17,500. Historical recorded copies of real-time market data is separately made available via file server for convenience at a cost of $200-$1000 dependent if used for internal or external redistribution purposes.

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 - $.0015 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) BOT leverages Third-Party Distributors to deliver market data to recipients. BOT charges Subscribers for market data. Depending on setup costs, recurring fees, and technology integration costs, BOT incurs costs to fully integrate its direct market data feed into the Third-Party Distributors platform. BOT charges $12,500 for the Third-Party Distributors and charges $5,000 for receiving market data directly from BOT (i.e., Subscribers) (see Part II, Item 5 and Part III, Item 15).

financial_condition_summary

BOATS charges Subscribers a per-executed-share-fee for shares executed on the NMS Stock ATS. Blue Ocean ATS charges fees based on the following schedule: 1) Early Adopters (Subscribers who were participants of the ATS as of its first operating session): i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0014 2) Standard Pricing: i. For adding liquidity, there is a rebate of $.0006 ii. For taking liquidity, the charge is $.0020 3) For stocks below $1.00: i. There is no rebate for adding liquidity ii. The fee for taking liquidity is $.0030 of total dollar volume (i.e. 0.0030%, thirty basis points) BOT leverages Third-Party Distributors to deliver market data to recipients. BOT charges Subscribers and Sponsored Access Clients for market data. Depending on setup costs, recurring fees, and technology integration costs, BOT incurs costs to fully integrate its direct market data feed into the Third-Party Distributors platform. BOT charges $12,500 for the Third-Party Distributors and charges $5,000 for receiving market data directly from BOT (i.e., Subscribers and Sponsored Access Clients) (see Part II, Item 5 and Part III, Item 15).

compliance_officer

BOATS considers Subscribers' order and execution-related information and data or analytics related to a Subscriber's transactions to be confidential trading information subject to protection. Improper use of CTI would be using the knowledge of such confidential information to conduct trading in advance of Subscribers or Sponsored Access Clients ("front running"), sharing such information with others who might front run Subscribers or Sponsored Access Clients, or using such information to gather intelligence on the positions in securities that a Subscriber or Sponsored Access Client might hold. The Managing Director/CCO reviews samples of emails of both Registered Representatives and NRF personnel; the Managing Director/CCO reviews such emails weekly for any indication of improper use of CTI. BOATS does not use instant messaging, and personnel are prohibited from using text messaging for business purposes. BOATS has implemented written safeguards and written procedures to protect CTI, consistent with Rule 301(b)(10) of Regulation ATS. Specifically, BOATS has established internal controls at the trading system and personnel levels intended to prevent CTI from passing from BOATS to any unauthorized individuals or entities, and to prevent Registered Representatives (personnel who are registered with the firm's SRO - FINRA), NRF Personnel, and FI Personnel from improperly using CTI. BOATS maintains policies and procedures designed to control access to its servers, database, and associated applications. Any individual seeking access to systems which contain Subscribers' confidential trading information must submit a request to the Managing Director/CCO of BOATS for each server, database, and/or application which may contain the information. The Managing Director/CCO of BOATS must approve such request(s) before an individual is granted access. An individual's request to gain access shall be denied by the Managing Director/CCO if it is not a prerequisite for the requesting individual to carry out his or her duties. All approved access requests are subject to periodic (at least quarterly) review by the Managing Director/CCO pursuant to BOATS' written supervisory procedures ("WSPs") to ensure that the rationale for granting access is still relevant. Further access to the servers, the database, and/or applications is denied if upon review it is deemed that an individual no longer requires access to CTI to carry out his or her duties. BOATS personnel (designated by the Managing Director/CCO) review BOATS trade data daily for suspicious activity, such as wash trading, self-matching and front running that might indicate misuse of CTI. The internal controls that BOATS employs include the following: Control and Supervision of Access to Confidential Trading Information - BOATS has procedures and safeguards in place to protect CTI. In accordance with Rule 301(b)(10), the Managing Director/CCO of BOATS ensures that access to CTI is limited to Registered Representatives, and the NRF Personnel and FI Personnel identified in Part II, Items 6(a) and (b), and that such personnel have access only to the CTI for which they have been permissioned as described in Part II, 6(a). BOATS Managing Director/CCO supervises NRF Personnel and FI Personnel who have access to CTI. As discussed in Part II, Item 6(a), the Managing Director/CCO of BOATS determines on an individual basis whether to grant access to CTI to any additional personnel and such access is granted only to support the operation of BOATS based on the job functions of those being granted access. The Registered Representatives and NRF Personnel responsible for supporting BOATS operations have controlled access via login credentials to view orders and trades in the ATS system. Registered Representatives and NRF Personnel with Trading Operations and IT/operations responsibilities may view real-time order and trade information through a front-end graphic user interface ("GUI") or FI console. Registered Representatives and NRF Personnel with IT/operations responsibilities may access order and trade information by means of querying a database. Additionally, Registered Representatives and NRF Personnel described in Part II Items 6(a) have access to historical information through access to a shared drive. If an order has been entered into BOATS, it resides on the BOATS server, but such data is only accessible by Registered Representatives, NRF Personnel or FI Personnel who support BOATS operations as supervised by the BOATS Managing Director/CCO. BOATS requires Registered Representatives and NRF Personnel to understand the authorized uses of CTI and requires such personnel to acknowledge this understanding by attesting in writing that they have reviewed and understood BOATS' written supervisory procedures ("WSPs"). These personnel undergo annual compliance training that includes materials related to protecting CTI. Registered Representatives and NRF Personnel with access to CTI are required to complete an annual attestation regarding the proper use of CTI. The Managing Director/CCO is also responsible for determining whether to grant FI Personnel, as that term is defined in Part II, Item 6(b), access to CTI, either on a temporary or permanent basis, and for determining what CTI such persons may be granted access. FI Personnel's access to servers is limited to specific IP addresses using Network Address Translation and explicit firewall access rules. Limited user remote server access is allowed only via Secure Shell (SSH) and the FI console, both of which are limited to specific users and are password protected. FI Personnel are subject to strict contractual prohibitions on the use of any of BOATS CTI, and FI Personnel's access to CTI is supervised by the BOATS Managing Director/CCO. Registered Representatives, NRF Personnel and FI Personnel therefore understand that they cannot misuse CTI. BOATS conducts periodic reviews of access to CTI to ensure BOATS' continued compliance with Rule 301(b)(10). As part of the review, BOATS confirms that individuals with access to CTI continue to have a valid need to access such information based on the access standards set out for a given position in this Part II, Item 7(a). Trading Systems Controls - NRF Personnel and FI Personnel help to maintain the operability of the BOATS trading system and related market data feed. System access to the ATS server is regulated by secure logins and monitored by compliance personnel. FI provides the infrastructure and technology for BOATS via a sub-licensing agreement with Blue Ocean Technologies, LLC - the parent company of the ATS operator. BOATS, utilizing that licensed technology, is responsible for the maintenance and support of the order book and Subscriber/Sponsored Access Client information. The ATS utilizes a dynamic and real-time application to monitor intraday trading from a trade support perspective. As an additional protection, neither BOATS (or its parent company) nor FI conduct any principal trading or market making activity. Restricted Access to Network Infrastructure - The ATS servers and networking equipment is located the Equinix NY4 data center. FI Personnel provide technical support regarding the operation of the software and hardware used by the ATS for its matching engine and its market data distribution. When needed, FI Personnel work with NRF Personnel to resolve software systems and hardware issues that may require access to the BOATS network infrastructure and CTI subject to the supervision of Registered Representatives and NRF Personnel. Personal Securities Transactions - BOATS' policies and procedures require Registered Representatives and NRF Personnel to hold any securities acquired in personal securities transactions for 30 days. BOATS' CCO receives duplicate copies of all brokerage statements and trade confirmations of such personnel. The CCO reviews these documents when they are received and looks for unusual trading patterns, e.g., trades involving unusual quantities and trading in certain types of securities. We note that given that trading in NMS stocks on BOATS occurs outside of Core Market Hours, it is unlikely that Registered Representatives or NRF Personnel could use CTI for personal trading either on BOATS, where they are prohibited from trading, or for trading on markets during Core Market Hours, at which time the CTI likely would be stale. The policies and procedures cover all securities transactions in outside brokerage accounts directed by the personnel referenced in the preceding paragraph, including but not limited to, transactions in securities issued by a company (e.g., stocks, bonds), transactions in any reference securities (e.g., options, preferred stock, futures), and transactions in any packaged products including but not limited to mutual funds and exchange traded funds.

compliance_officer

BOATS considers Subscribers' order and execution-related information and data or analytics related to a Subscriber's transactions to be confidential trading information subject to protection. Improper use of CTI would be using the knowledge of such confidential information to conduct trading in advance of Subscribers or Sponsored Access Clients ("front running"), sharing such information with others who might front run Subscribers or Sponsored Access Clients, or using such information to gather intelligence on the positions in securities that a Subscriber or Sponsored Access Client might hold. The Managing Director/CCO reviews samples of emails of both Registered Representatives and NRF personnel; the Managing Director/CCO reviews such emails weekly for any indication of improper use of CTI. BOATS does not use instant messaging, and personnel are prohibited from using text messaging for business purposes. BOATS has implemented written safeguards and written procedures to protect CTI, consistent with Rule 301(b)(10) of Regulation ATS. Specifically, BOATS has established internal controls at the trading system and personnel levels intended to prevent CTI from passing from BOATS to any unauthorized individuals or entities, and to prevent Registered Representatives (personnel who are registered with the firm's SRO - FINRA), NRF Personnel, and FI Personnel from improperly using CTI. BOATS maintains policies and procedures designed to control access to its servers, database, and associated applications. Any individual seeking access to systems which contain Subscribers' confidential trading information must submit a request to the Managing Director/CCO of BOATS for each server, database, and/or application which may contain the information. The Managing Director/CCO of BOATS must approve such request(s) before an individual is granted access. An individual's request to gain access shall be denied by the Managing Director/CCO if it is not a prerequisite for the requesting individual to carry out his or her duties. All approved access requests are subject to periodic (at least quarterly) review by the Managing Director/CCO pursuant to BOATS' written supervisory procedures ("WSPs") to ensure that the rationale for granting access is still relevant. Further access to the servers, the database, and/or applications is denied if upon review it is deemed that an individual no longer requires access to CTI to carry out his or her duties. . BOATS personnel (designated by the Managing Director/CCO) review BOATS trade data daily for suspicious activity, such as wash trading, self-matching and front running that might indicate misuse of CTI. The internal controls that BOATS employs include the following: Control and Supervision of Access to Confidential Trading Information - BOATS has procedures and safeguards in place to protect CTI. In accordance with Rule 301(b)(10), the Managing Director/CCO of BOATS ensures that access to CTI is limited to Registered Representatives, and the NRF Personnel and FI Personnel identified in Part II, Items 6(a) and (b), and that such personnel have access only to the CTI for which they have been permissioned as described in Part II, 6(a). BOATS Managing Director/CCO supervises NRF Personnel and FI Personnel who have access to CTI. As discussed in Part II, Item 6(a), the Managing Director/CCO of BOATS determines on an individual basis whether to grant access to CTI to any additional personnel and such access is granted only to support the operation of BOATS based on the job functions of those being granted access. The Registered Representatives and NRF Personnel responsible for supporting BOATS operations have controlled access via login credentials to view orders and trades in the ATS system. Registered Representatives and NRF Personnel with Trading Operations and IT/operations responsibilities may view real-time order and trade information through a front-end graphic user interface ("GUI") or FI console. Registered Representatives and NRF Personnel with IT/operations responsibilities may access order and trade information by means of querying a database. Additionally, Registered Representatives and NRF Personnel described in Part II Items 6(a) have access to historical information through access to a shared drive. If an order has been entered into BOATS, it resides on the BOATS server, but such data is only accessible by Registered Representatives, NRF Personnel or FI Personnel who support BOATS operations as supervised by the BOATS Managing Director/CCO. BOATS requires Registered Representatives and NRF Personnel to understand the authorized uses of CTI and requires such personnel to acknowledge this understanding by attesting in writing that they have reviewed and understood BOATS' written supervisory procedures ("WSPs"). These personnel undergo annual compliance training that includes materials related to protecting CTI. Registered Representatives and NRF Personnel with access to CTI are required to complete an annual attestation regarding the proper use of CTI. The Managing Director/CCO is also responsible for determining whether to grant FI Personnel, as that term is defined in Part II, Item 6(b), access to CTI, either on a temporary or permanent basis, and for determining what CTI such persons may be granted access. FI Personnel's access to servers is limited to specific IP addresses using Network Address Translation and explicit firewall access rules. Limited user remote server access is allowed only via Secure Shell (SSH) and the FI console, both of which are limited to specific users and are password protected. FI Personnel are subject to strict contractual prohibitions on the use of any of BOATS CTI, and FI Personnel's access to CTI is supervised by the BOATS Managing Director/CCO. Registered Representatives, NRF Personnel and FI Personnel therefore understand that they cannot misuse CTI. BOATS conducts periodic reviews of access to CTI to ensure BOATS' continued compliance with Rule 301(b)(10). As part of the review, BOATS confirms that individuals with access to CTI continue to have a valid need to access such information based on the access standards set out for a given position in this Part II, Item 7(a). Trading Systems Controls - NRF Personnel and FI Personnel help to maintain the operability of the BOATS trading system and related market data feed. System access to the ATS server is regulated by secure logins and monitored by compliance personnel. FI provides the infrastructure and technology for BOATS via a sub-licensing agreement with Blue Ocean Technologies, LLC - the parent company of the ATS operator. BOATS, utilizing that licensed technology, is responsible for the maintenance and support of the order book and Subscriber/Sponsored Access Client information. The ATS utilizes a dynamic and real-time application to monitor intraday trading from a trade support perspective. As an additional protection, neither BOATS (or its parent company) nor FI conduct any principal trading or market making activity. Restricted Access to Network Infrastructure - The ATS servers and networking equipment is located the Equinix NY4 data center. FI Personnel provide technical support regarding the operation of the software and hardware used by the ATS for its matching engine and its market data distribution. When needed, FI Personnel work with NRF Personnel to resolve software systems and hardware issues that may require access to the BOATS network infrastructure and CTI subject to the supervision of Registered Representatives and NRF Personnel. Personal Securities Transactions - BOATS' policies and procedures require Registered Representatives and NRF Personnel to hold any securities acquired in personal securities transactions for 30 days. BOATS' CCO receives duplicate copies of all brokerage statements and trade confirmations of such personnel. The CCO reviews these documents when they are received and looks for unusual trading patterns, e.g., trades involving unusual quantities and trading in certain types of securities. We note that given that trading in NMS stocks on BOATS occurs outside of Core Market Hours, it is unlikely that Registered Representatives or NRF Personnel could use CTI for personal trading either on BOATS, where they are prohibited from trading, or for trading on markets during Core Market Hours, at which time the CTI likely would be stale. The policies and procedures cover all securities transactions in outside brokerage accounts directed by the personnel referenced in the preceding paragraph, including but not limited to, transactions in securities issued by a company (e.g., stocks, bonds), transactions in any reference securities (e.g., options, preferred stock, futures), and transactions in any packaged products including but not limited to mutual funds and exchange traded funds.

compliance_officer

BOATS considers Subscribers' order and execution-related information and data or analytics related to a Subscriber's transactions to be confidential trading information subject to protection. Improper use of CTI would be using the knowledge of such confidential information to conduct trading in advance of Subscribers or Sponsored Access Clients ("front running"), sharing such information with others who might front run Subscribers or Sponsored Access Clients, or using such information to gather intelligence on the positions in securities that a Subscriber or Sponsored Access Client might hold. The CCO reviews samples of emails of both Registered Representatives and NRF personnel; the CCO reviews such emails weekly for any indication of improper use of CTI. BOATS does not use instant messaging, and personnel are prohibited from using text messaging for business purposes. Both BOATS and BOT have implemented written safeguards and written procedures to protect CTI, consistent with Rule 301(b)(10) of Regulation ATS. Specifically, both BOATS and BOT have established internal controls at the trading system and personnel levels intended to prevent CTI from passing to any unauthorized individuals or entities, and to prevent Registered Representatives (personnel who are registered with the firm's SRO - FINRA) or NRF Personnel from improperly using CTI. Both BOATS and BOT maintain policies and procedures designed to control access to its servers, database, market data feeds and associated applications which include policies and procedures for the creation and distribution of market data. Any individual seeking access to systems which contain Subscribers' confidential trading information must submit a request to the CCO of BOATS for each server, database, and/or application which may contain the information. The CCO of BOATS must approve such request(s) before an individual is granted access. An individual's request to gain access shall be denied by the /CCO if it is not a prerequisite for the requesting individual to carry out his or her duties. All approved access requests are subject to periodic (at least quarterly) review by the CCO pursuant to BOATS' written supervisory procedures ("WSPs") to ensure that the rationale for granting access is still relevant. Further access to the servers, the database, and/or applications is denied if upon review it is deemed that an individual no longer requires access to CTI to carry out his or her duties. BOATS personnel (designated by the CCO) review BOATS trade data daily for suspicious activity, such as wash trading, self-matching and front running that might indicate misuse of CTI. The internal controls that BOATS employ, which also apply to BOT, include the following: Control and Supervision of Access to Confidential Trading Information - BOATS and BOT have procedures and safeguards in place to protect CTI. In accordance with Rule 301(b)(10), the CCO of BOATS ensures that access to CTI is limited to Registered Representatives, and the NRF Personnel identified in Part II, Items 6(a) and (b), and that such personnel have access only to the CTI for which they have been permissioned as described in Part II, 6(a). The BOATS CCO supervises NRF Personnel who have access to CTI. As discussed in Part II, Item 6(a), the CCO of BOATS determines on an individual basis whether to grant access to CTI to any additional personnel and such access is granted only to support the operation of BOATS based on the job functions of those being granted access. The Registered Representatives and NRF Personnel responsible for supporting BOATS operations have controlled access via login credentials to view orders and trades in the ATS system. Registered Representatives and NRF Personnel with Trading Operations and IT/operations responsibilities may view real-time order and trade information through a front-end graphic user interface ("GUI") or FI console. Registered Representatives and NRF Personnel with IT/operations responsibilities may access order and trade information by means of querying a database. Additionally, Registered Representatives and NRF Personnel described in Part II Items 6(a) have access to historical information through access to a shared drive. If an order has been entered into BOATS, it resides on the BOATS server, but such data is only accessible by Registered Representatives, NRF Personnel or FI Personnel who support BOATS operations as supervised by the BOATS CCO. BOATS requires Registered Representatives and NRF Personnel to understand the authorized uses of CTI and requires such personnel to acknowledge this understanding by attesting in writing that they have reviewed and understood BOATS' written supervisory procedures ("WSPs"). These personnel undergo annual compliance training that includes materials related to protecting CTI. Registered Representatives and NRF Personnel with access to CTI are required to complete an annual attestation regarding the proper use of CTI. The CCO is also responsible for determining whether to grant FI Personnel, as that term is defined in Part II, Item 6(b), access to CTI, either on a temporary or permanent basis, and for determining what CTI such persons may be granted access. FI Personnel's access to servers is limited to specific IP addresses using Network Address Translation and explicit firewall access rules. Limited user remote server access is allowed only via Secure Shell (SSH) and the FI console, both of which are limited to specific users and are password protected. FI Personnel are subject to strict contractual prohibitions on the use of any of BOATS CTI, and FI Personnel's access to CTI is supervised by the BOATS CCO. Registered Representatives, NRF Personnel and FI Personnel therefore understand that they cannot misuse CTI. BOATS conducts periodic reviews of access to CTI to ensure BOATS' continued compliance with Rule 301(b)(10). As part of the review, BOATS confirms that individuals with access to CTI continue to have a valid need to access such information based on the access standards set out for a given position in this Part II, Item 7(a). Trading Systems Controls - NRF Personnel and FI Personnel help to maintain the operability of the BOATS trading system and related market data feed. System access to the ATS server is regulated by secure logins and monitored by compliance personnel. FI provides the infrastructure and technology for BOATS via a sub-licensing agreement with BOT - the parent company of the ATS operator. BOATS, utilizing that licensed technology, is responsible for the maintenance and support of the order book and Subscriber/Sponsored Access Client information. The ATS utilizes a dynamic and real-time application to monitor intraday trading from a trade support perspective. As an additional protection, neither BOATS (or its parent company) nor FI conduct any principal trading or market making activity. Restricted Access to Network Infrastructure - The ATS servers and networking equipment is located the Equinix NY4 data center. FI Personnel provide technical support regarding the operation of the software and hardware used by the ATS for its matching engine and its market data distribution. When needed, FI Personnel work with NRF Personnel to resolve software systems and hardware issues that may require access to the BOATS network infrastructure and CTI subject to the supervision of Registered Representatives and NRF Personnel. Personal Securities Transactions - BOATS' policies and procedures require Registered Representatives and NRF Personnel to hold any securities acquired in personal securities transactions for 30 days. BOATS' CCO receives duplicate copies of all brokerage statements and trade confirmations of such personnel. The CCO reviews these documents when they are received and looks for unusual trading patterns, e.g., trades involving unusual quantities and trading in certain types of securities. We note that given that trading in NMS stocks on BOATS occurs outside of Core Market Hours, it is unlikely that Registered Representatives or NRF Personnel could use CTI for personal trading either on BOATS, where they are prohibited from trading, or for trading on markets during Core Market Hours, at which time the CTI likely would be stale. The policies and procedures cover all securities transactions in outside brokerage accounts directed by the personnel referenced in the preceding paragraph, including but not limited to, transactions in securities issued by a company (e.g., stocks, bonds), transactions in any reference securities (e.g., options, preferred stock, futures), and transactions in any packaged products including but not limited to mutual funds and exchange traded funds.

compliance_officer

BOATS considers Subscribers" order and execution-related information and data or analytics related to a Subscriber's transactions to be confidential trading information. Access to CTI: The CCO authorizes access to the BOATS real-time CTI when it is necessary to support the ATS. Authorized individuals include employees of the BDO, the parent company, and third-party service providers. Those seeking access to CTI must submit a request including which technology, system, or database along with justification to the CCO and senior management. The CCO and senior management review the level of access requested along with the roles and responsibilities prior to approval. Authorized individuals access CTI only in manner of the roles and responsibilities to support the ATS. All authorized individuals and access requests are subject to annual, or additionally necessary, review by the CCO and senior management, with authorized individual's CTI access being terminated if no longer necessary. Employee Trading: BOATS has detailed WSPs to monitor to supervise employee personal trading. The Firm's trading policy requires: (i) employees to obtain approval prior to established personal trading accounts, (ii) attend an annual training, including on the Firm's trading policy, (iii) annually attest to all personal trading accounts are disclosed and abide by the Firm's trading policy, (iv) Employees are prohibited from participating on the Blue Ocean ATS. Additionally, the CCO or qualified designee review duplicate trade confirms and statements for manipulative activity which include insider trading and anti-money laundering violations. Service Providers: MEMX is a technology and operations service provider to BOATS, as described in Part II, Item 6(b). MEMX technology and operations personnel have access to Subscriber CTI, including real-time and post-trade information, which can include details regarding individual orders and executions, and the names of Subscribers. MEMX has policies and procedures to permission access to the Blue Ocean ATS; including (i) MEMX personnel who support BOATS must complete CTI training specific to the Blue Ocean ATS, (ii) MEMX technology and operational personnel must request and receive approval from MEMX management before receiving access to the BOATS managed platform, (iii) BOATS systems access is based on the MEMX personnel designated role and responsibilities, (iv) MEMX personnel with approved access must complete annual compliance CTI trainings. BOATS requires MEMX to also perform annual, or additionally necessary, reviews to confirm system access or entitlements remain accurate and terminate systems access or entitlements that are no longer necessary. Additionally, MEMX personnel are subject to the MEMX Personal Dealings Policy, which includes personal trading, and are prohibited from sharing BOATS CTI in any unauthorized fashion. MEMX also conducts electronic communications reviews annually, or additionally necessary, for potential policy violations, including non-compliance with the referenced policies and procedure and will promptly notify BOATS senior management of any actual or suspected unauthorized disclosure of Subscriber CTI. BOATS has the right to audit MEMX's operation of the ATS matching engine, including access to and use of Subscriber CTI, either through audits by BOATS or a third-party auditor. Separation of Systems and Personnel: The Blue Ocean ATS matching engine is hosted and operated by MEMX, whose technology is located in the Equinix NY4 data center but is segregated and does not comingle with BOATS technology, as described in Part III, Item 6(a). MEMX technology and operations personnel assigned to support the Blue Ocean ATS are prohibited from discussing or sharing BOATS or Subscriber CTI with unauthorized MEMX personnel. Additional Protections: Shared personnel between the BDO and the parent company, as outlined in Part II, Item 6(a) have access to real-time and post-trade CTI according to their roles and responsibilities to support the operations of the ATS. During annual, or additionally necessary, CTI access reviews, the CCO and senior management confirm personnel of the parent company only have access to post-trade CTI for the approved distribution of anonymized market data, as described in Part III, Item 15 and Part III, Item 19. The CCO or qualified designee review employees of the BDO, the parent company, and third-party service providers who have access to hardware and network systems. Systems access to the ATS matching engine and servers are controlled by VPN access and secure logins. Third parties who provide technology support have limited access to specific IP addresses and are subject to contractual prohibitions. Access is restricted to physical hardware, including the data center as outlined in Part III, Item 6(a). Employees of the BDO and parent company undergo annual CTI and cybersecurity training and complete an annual attestation of safeguarding CTI.

compliance_officer

BOATS considers Subscribers' order and execution-related information and data or analytics related to a Subscriber's transactions to be confidential trading information. Access to CTI: The CCO authorizes access to the BOATS real-time CTI when it is necessary to support the ATS. Authorized individuals include employees of the BDO, the parent company, and third-party service providers. Those seeking access to CTI must submit a request including which technology, system, or database along with justification to the CCO and senior management. The CCO and senior management review the level of access requested along with the roles and responsibilities prior to approval. Authorized individuals access CTI only in manner of the roles and responsibilities to support the ATS. All authorized individuals and access requests are subject to annual, or additionally necessary, review by the CCO and senior management, with authorized individual's CTI access being terminated if no longer necessary. Employee Trading: BOATS has detailed WSPs to monitor to supervise employee personal trading. The Firm's trading policy requires: (i)employees to obtain approval prior to established personal trading accounts, (ii) attend an annual training, including on the Firm's trading policy, (iii) annually attest to all personal trading accounts are disclosed and abide by the Firm's trading policy,(iv) Employees are prohibited from participating on the Blue Ocean ATS. Additionally, the CCO or qualified designee review duplicate trade confirms and statements for manipulative activity which include insider trading and anti-money laundering violations. Service Providers: MEMX is a technology and operations service provider to BOATS, as described in Part II, Item 6(b). MEMX technology and operations personnel have access to Subscriber CTI, including real-time and post-trade information, which can include details regarding individual orders and executions, and the names of Subscribers. MEMX has policies and procedures to permission access to the Blue Ocean ATS; including (i) MEMX personnel who support BOATS must complete CTI training specific to the Blue Ocean ATS, (ii) MEMX technology and operational personnel must request and receive approval from MEMX management before receiving access to the BOATS managed platform, (iii) BOATS systems access is based on the MEMX personnel designated role and responsibilities, (iv) MEMX personnel with approved access must complete annual compliance CTI trainings. BOATS requires MEMX to also perform annual, or additionally necessary, reviews to confirm system access or entitlements remain accurate and terminate systems access or entitlements that are no longer necessary. Additionally, MEMX personnel are subject to the MEMX Personal Dealings Policy, which includes personal trading, and are prohibited from sharing BOATS CTI in any unauthorized fashion. MEMX also conducts electronic communications reviews annually, or additionally necessary, for potential policy violations, including non-compliance with the referenced policies and procedure and will promptly notify BOATS senior management of any actual or suspected unauthorized disclosure of Subscriber CTI. BOATS has the right to audit MEMX's operation of the ATS matching engine, including access to and use of Subscriber CTI, either through audits by BOATS or a third-party auditor. Separation of Systems and Personnel: The Blue Ocean ATS matching engine is hosted and operated by MEMX, whose technology is located in the Equinix NY4data center but is segregated and does not comingle with BOATS technology, as described in Part III, Item 6(a). MEMX technology and operations personnel assigned to support the Blue Ocean ATS are prohibited from discussing or sharing BOATS or Subscriber CTI with unauthorized MEMX personnel. Additional Protections: Shared personnel between the BDO and the parent company, as outlined in Part II, Item 6(a) have access to real-time and post-trade CTI according to their roles and responsibilities to support the operations of the ATS. During annual, or additionally necessary, CTI access reviews, the CCO and senior management confirm personnel of the parent company only have access to post-trade CTI for the approved distribution of anonymized market data, as described in Part III, Item 15 and Part III, Item 19. The CCO or qualified designee review employees of the BDO, the parent company, and third-party service providers who have access to hardware and network systems. Systems access to the ATS matching engine and servers are controlled by VPN access and secure logins. Third parties who provide technology support have limited access to specific IP addresses and are subject to contractual prohibitions. Access is restricted to physical hardware, including the data center as outlined in Part III, Item 6(a). Employees of the BDO and parent company undergo annual CTI and cybersecurity training and complete an annual attestation of safeguarding CTI.

hours_of_operation

BOATS operating session is overnight from 8:00 p.m. ET to 4:00 a.m. ET, dependent on the availability of the NYSE Trade Reporting Facility ("TRF") to report trades the following trading day. For example, the ATS operates on Sunday evening from8:00 p.m. ET until 4:00 a.m. ET on Monday. However, BOATS does not conduct a trading session on Fridays from 8:00 p.m.ET to 4:00 a.m. ET Saturdays because the TRF is not available to report trades on Saturday. Likewise, there is no trading session on Christmas Eve because the TRF is not open on Christmas, but BOATS may operate in its overnight trading session beginning on Christmas night if the TRF is open and available for trade reporting on the following day. On the days of operation, Subscribers may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis, for all Subscribers, during BOATS operating hours from 8:00p.m. ET to 4:00 a.m. ET. At 4:00 a.m. ET, BOATS no longer accepts orders, however matching may still occur for less than one minute after 4:00 a.m. ET while BOATS clears any resting orders in the order book. Trades executed during BOATS overnight session are reported to the TRF before 8:05 a.m. ET following the hours of operation.

hours_of_operation

BOATS operating session is overnight from 8:00 p.m. ET to 4:00 a.m. ET, dependent on the availability of the NYSE Trade Reporting Facility ("TRF") to report trades the following trading day. For example, the ATS operates on Sunday evening from 8:00 p.m. ET until 4:00 a.m. ET on Monday. However, BOATS does not conduct a trading session on Fridays from 8:00 p.m. ET to 4:00 a.m. ET Saturdays because the TRF is not available to report trades on Saturday. Likewise, there is no trading session on Christmas Eve because the TRF is not open on Christmas, but BOATS may operate in its overnight trading session beginning on Christmas night if the TRF is open and available for trade reporting on the following day. On the days of operation, Subscribers/sponsored access clients may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis during BOATS operating hours from 8:00 p.m. ET to 4:00 a.m. ET. At 4:00 a.m. ET, BOATS no longer accepts orders, however matching may still occur after 4:00 a.m. ET while BOATS clears any resting orders in the order book. Trades executed during BOATs overnight session are reported to the TRF before 8:05 a.m. ET following the hours of operation.

hours_of_operation

BOATS operating session is overnight from 8:00 p.m. ET to 4:00 a.m. ET, dependent on the availability of the NYSE Trade Reporting Facility ("TRF") to report trades the following trading day. For example, the ATS operates on Sunday evening from 8:00 p.m. ET until 4:00 a.m. ET on Monday. However, BOATS does not conduct a trading session on Fridays from 8:00 p.m. ET to 4:00 a.m. ET Saturdays because the TRF is not available to report trades on Saturday. Likewise, there is no trading session on Christmas Eve because the TRF is not open on Christmas, but BOATS may operate in its overnight trading session beginning on Christmas night if the TRF is open and available for trade reporting on the following day. On the days of operation, Subscribers may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis during BOATS operating hours from 8:00 p.m. ET to 4:00 a.m. ET. At 4:00 a.m. ET, BOATS no longer accepts orders, however matching may still occur after 4:00 a.m. ET while BOATS clears any resting orders in the order book. Trades executed during BOATs overnight session are reported to the TRF before 8:05 a.m. ET following the hours of operation.

hours_of_operation

Dates and Hours of Operation BOATS operates each evening before the NYSE Trade Reporting Facility ("TRF") is open so that trades executed on the ATS can be reported. Subscribers/sponsored access clients may submit orders to the ATS at 6:15 p.m. ET on the days of operation of the ATS. Matching in NMS Stocks on the ATS occurs from 8:00 p.m. to 4:00 a.m. ET the following day, i.e., during Operating Hours, if the TRF is open for trade reporting on that following day. For example, the ATS operates from Sunday evening at 8:00 p.m. until 4:00 a.m. ET on Monday, and trades executed during that session are reported to the TRF before 8:15 a.m. ET on that Monday. However, the ATS does not conduct a trading session beginning at 8:00 p.m. ET on Friday, because the TRF is not available for the reporting of trades on Saturday. Likewise, there is no trading session on Christmas Eve because the TRF is not open on Christmas, but there could be an overnight trading session beginning on Christmas night if the TRF is open and available for trade reporting on the following day.

hours_of_operation

BOATS operating session is overnight from 8:00 p.m. ET to 4:00 a.m. ET, dependent on the availability of the NYSE Trade Reporting Facility ("TRF") to report trades the following trading day. For example, the ATS operates on Sunday evening from 8:00 p.m. ET until 4:00 a.m. ET on Monday. However, BOATS does not conduct a trading session on Fridays from 8:00 p.m. ET to 4:00 a.m. ET Saturdays because the TRF is not available to report trades on Saturday. Likewise, there is no trading session on Christmas Eve because the TRF is not open on Christmas, but BOATS may operate in its overnight trading session beginning on Christmas night if the TRF is open and available for trade reporting on the following day. On the days of operation, Subscribers may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis, for all Subscribers, during BOATS operating hours from 8:00 p.m. ET to 4:00 a.m. ET. At 4:00 a.m. ET, BOATS no longer accepts orders, however matching may still occur for less than one minute after 4:00 a.m. ET while BOATS clears any resting orders in the order book. Trades executed during BOATs overnight session are reported to the TRF before 8:05 a.m. ET following the hours of operation.

display_best_quotes

As described in Part III, Item 7, BOATS accepts orders designated with a DISPLAYED," or "NON-DISPLAYED," direction. NON-DISPLAYED orders that have been received by the ATS but not yet matched are not disseminated through the Blue Ocean market data feeds, but NON-DISPLAYED order executions are included in TRF Reporting and Last Sale, Top of Book, and Full Depth of Book feeds. As described in Part II, Item 5(a), BOATS is responsible for the creation and anonymization of market data, and BOT manages and distributes market data to recipients during the operating hours of the ATS. Recipients and Receivers of the BOT direct market data feed can integrate the market data feed directly into their order or execution management systems. The market data feed is delivered during the operating hours of the ATS. As described in Part III Item 11(a), BOT utilizes MEMX technology to transmit direct market data feeds from the BOATS data center in EquinixNY4. All recipients of market data receive all the BOT market data feeds. BOT does not limit, delay, or restrict market data feeds to recipients who comply with the terms of the Master Data Agreement. BOT can suspend delivery of market data to recipients, in a non-discriminatory manner. Examples of why BOT can suspend delivery of market data, in a non-discriminatory manner, include: i. Violations of the material terms of the Master Data Agreement ii. Breach of the IP rights iii. Delinquency on payments for services Market Data feeds include: i. Top of Book- The single best price bid and ask offers as pre-trade transparency, and all Last Sale data per security including time stamp, price, and quantity. ii. Last Sale- All matched trades published per security including time stamp, price, and quantity iii. Full Depth of Book- All order book bid and ask offers for full pre-trade transparency, and all Last Sale per security including time stamp, price, and quantity.

display_best_quotes

As described in Part II, Item 5(a), BOATS is responsible for the creation and anonymization of market data, and BOT manages and distributes market data to recipients during the operating hours of the ATS. Recipients and Receivers of the BOT direct market data feed can integrate the market data feed directly into their order or execution management systems. The market data feed is delivered during the operating hours of the ATS. As described in Part III Item 11(a), BOT utilizes MEMX technology to transmit direct market data feeds from the BOATS data center in EquinixNY4. All recipients of market data receive all the BOT market data feeds. BOT does not limit, delay, or restrict market data feeds to recipients who comply with the terms of the Master Data Agreement. BOT can suspend delivery of market data to recipients, in a non-discriminatory manner. Examples of why BOT can suspend delivery of market data, in a non-discriminatory manner, include: i. Violations of the material terms of the Master Data Agreement ii. Breach of the IP rights iii. Delinquency on payments for services Market Data feeds include: i. Top of Book- The single best price bid and ask offers as pre-trade transparency, and all Last Sale data per security including time stamp, price, and quantity. ii. Last Sale- All matched trades published per security including time stamp, price, and quantity iii. Full Depth of Book- All order book bid and ask offers for full pre-trade transparency, and all Last Sale per security including time stamp, price, and quantity.

display_best_quotes

As described in Part II, Item 5(a), BOATS provides market data to its affiliate, BOT, which distributes BOATS ATS market data to various third-parties including, subscribers, third-party distributors, and other market participants (such market data, as distributed by BOT, the "BOATS ATS Market Data"). All orders accepted by the BOATS ATS are included in the BOATS ATS Market Data. The BOATS ATS Market Data includes the following information: (i) highest resting bid price, lowest resting offer price, including timestamp and order size ("Top of Book Data"), (ii) all matched trades published per security including time stamp, price, and quantity ("Last Sale Data") and (iii) pending buy and sell orders at every price level, including time stamp, price, and quantity ("Depth of Book Data"). As described in Part III, Item 7, Subscribers may designate their orders as "Displayed," or "Non-Displayed." Pending orders designated as "Non-Displayed" that have been received by the ATS are not included in the BOATS ATS Market Data. However, execution reports relating to orders marked as "Non-Displayed" are included in the BOATS ATS Market Data. All other pending orders and related executions (that is, orders specifically designated as "Displayed" orders and orders without a specific display instruction) are included in the BOATS ATS Market Data. Recipients of the BOATS ATS Market Data can integrate the market data feed directly into their order or execution management systems. The BOATS ATS Market Data is delivered during the operating hours of the ATS. As described in Part III Item 11(a), BOT utilizes MEMX technology to transmit direct market data feeds from the BOATS data center in EquinixNY4. BOT, as distributor of the BOATS ATS Market Data, does not limit, delay, or restrict delivery of the BOATS ATS Market Data feeds among recipients who comply with the terms of the Master Data Agreement. BOT can suspend delivery of BOATS ATS Market Data to recipients in a non-discriminatory manner. Examples of why BOT can suspend delivery of BOATS ATS Market Data in a non-discriminatory manner include: i. Violations of the material terms of the Master Data Agreement; ii. Breach of the IP rights; and iii. Delinquency on payments for services.

display_best_quotes

BOATS provides real-time "Level 2" data to BOATS Subscribers (and their third-party service providers when authorized to connect data feeds on their behalf), the Sponsored Access Clients of Subscribers (and their third-party service providers when authorized to connect data feeds on their behalf), and Blue Ocean Technologies, LLC through direct market data feeds (as described in Part II Item 5(a) Other Products and Services. Level 2 data, also referred to as depth-of-book data, shows the best bid and offer and the quotations (bids and offers) outside of the best bid and offer for NMS stocks trading on BOATS. The data feeds deliver data during the operating hours of the ATS (8:00 p.m. - 4:00 a.m. ET). The data is the same and the method of delivery is the same for all recipients of the data feed. Subscribers and Sponsored Access Clients who take the BOATS data feed may take that data directly into their order or execution management systems. This Level 2 data includes all bids and offers on the ATS's order book; high and low trade prices in a symbol during a trading session on the ATS; last sale price on the ATS; opening price for the symbol on the ATS in that trading session; and the volume of trading in that symbol on the ATS during the session. BOATS uses FI technology and software to transmit direct market data feeds to Subscribers, Sponsored Access Clients, and Blue Ocean Technologies, LLC from the ATS's data center in Equinix NY4. BOATS does not charge a fee to Subscribers, Sponsored Access Clients, or Blue Ocean Technologies, LLC for receiving the data feed. Blue Ocean Technologies, LLC assists BOATS in ensuring that Subscribers (and their third-party service providers when authorized to connect data feeds on their behalf), Sponsored Access Clients (and their third-party service providers when authorized to connect data feeds on their behalf) who receive direct market data feeds are properly connected to the ATS. Blue Ocean Technologies, LLC does not charge for the data. However, depending on the complexity and/or scope of work required to properly connect recipients to the ATS, Blue Ocean Technologies, LLC charges fees to offset the costs directly associated with the delivery of the data.

display_best_quotes

BOATS provides real-time "Level 2" data to BOATS Subscribers (and their third-party service providers when authorized to connect data feeds on their behalf), the Sponsored Access Clients of Subscribers (and their third-party service providers when authorized to connect data feeds on their behalf), and Blue Ocean Technologies, LLC through direct market data feeds (as described in Part II Item 5(a) Other Products and Services. Level 2 data, also referred to as depth-of-book data, shows the best bid and offer and the quotations (bids and offers) outside of the best bid and offer for NMS stocks trading on BOATS. The data feeds deliver data during the operating hours of the ATS (8:00 p.m. - 4:00 a.m. ET). The data is the same and the method of delivery is the same for all recipients of the data feed. Subscribers and Sponsored Access Clients who take the BOATS data feed may take that data directly into their order or execution management systems. This Level 2 data includes all bids and offers on the ATS's order book; high and low trade prices in a symbol during a trading session on the ATS; last sale price on the ATS; opening price for the symbol on the ATS in that trading session; and the volume of trading in that symbol on the ATS during the session. BOATS uses FI technology and software to transmit direct market data feeds to Subscribers, Sponsored Access Clients, and Blue Ocean Technologies, LLC from the ATS's data center in Equinix NY4. BOATS does not charge a fee to Subscribers, Sponsored Access Clients, or Blue Ocean Technologies, LLC for receiving the data feed. Blue Ocean Technologies, LLC assists BOATS in ensuring that Subscribers (and their third-party service providers when authorized to connect data feeds on their behalf), Sponsored Access Clients (and their third-party service providers when authorized to connect data feeds on their behalf) who receive direct market data feeds are properly connected to the ATS. Blue Ocean Technologies, LLC does not charge for the data. However, depending on the complexity and/or scope of work required to properly connect recipients to the ATS, Blue Ocean Technologies, LLC charges fees to offset the costs directly associated with the delivery of the data.

display_best_quotes

The direct market data feeds deliver market data during the operating hours of the ATS (8:00 p.m.- 4:00 a.m. EDT). Recipients of the BOT direct market data feed, including Subscribers and Third-Party Distributors, are able to integrate the market data feed directly into their order or execution management systems. Third-Party Distributors include vendors or service providers that consume or redistribute market data. BOT provides market data that includes Top of Book, Last Sale, and Full Depth of Book feeds for all symbols traded on the ATS during the operating hours of the ATS. Recipients of the market data receive all the feeds. Recipients of direct market data feeds are NOT required to be a Subscriber or Sponsored Access Client of BOATS. BOT also utilizes MEMX Technology, as described in Part III Item 11(a), to transmit direct market data feeds from the BOATS data center in Equinix NY4.

display_best_quotes

As described in Part II, Item 5(a), BOATS provides market data to its affiliate, BOT, which distributes BOATS ATS market data to various third-parties including, subscribers, third-party distributors, and other market participants (such market data, as distributed by BOT, the "BOATS ATS Market Data"). All orders accepted by the BOATS ATS are included in the BOATS ATS Market Data. The BOATS ATS Market Data includes the following information: (i) highest resting bid price, lowest resting offer price, including timestamp and order size ("Top of Book Data"), (ii) all matched trades published per security including time stamp, price, and quantity ("Last Sale Data") and (iii) pending buy and sell orders at every price level, including time stamp, price, and quantity ("Depth of Book Data"). For clarity, the BOATS ATS Market Data includes Passive Orders (unless designated as "Non-Displayed," as further discussed below). Accordingly, both Top of Book Data and Depth of Book Data may include Passive Orders, notwithstanding that such orders are not eligible for execution. As described in Part III, Item 7, Subscribers may designate their orders as "Displayed," or "Non-Displayed." Pending orders designated as "Non-Displayed" that have been received by the ATS are not included in the BOATS ATS Market Data. However, execution reports relating to orders marked as "Non-Displayed" are included in the BOATS ATS Market Data. All other pending orders and related executions (that is, orders specifically designated as "Displayed" orders and orders without a specific display instruction) are included in the BOATS ATS Market Data. Recipients of the BOATS ATS Market Data can integrate the market data feed directly into their order or execution management systems. The BOATS ATS Market Data is delivered during the operating hours of the ATS. As described in Part III Item 11(a), BOT utilizes MEMX technology to transmit direct market data feeds from the BOATS data center in EquinixNY4. BOT, as distributor of the BOATS ATS Market Data, does not limit, delay, or restrict delivery of the BOATS ATS Market Data feeds among recipients who comply with the terms of the Master Data Agreement. BOT can suspend delivery of BOATS ATS Market Data to recipients in a non-discriminatory manner. Examples of why BOT can suspend delivery of BOATS ATS Market Data in a non-discriminatory manner include: i. Violations of the material terms of the Master Data Agreement; ii. Breach of the IP rights; and iii. Delinquency on payments for services.

display_best_quotes

The direct market data feeds deliver market data during the operating hours of the ATS (8:00 p.m.- 4:00 a.m. EDT). Recipients of the BOT direct market data feed, including Subscribers and Third-Party Distributors, are able to integrate the market data feed directly into their order or execution management systems. Third-Party Distributors include vendors or service providers that consume or redistribute market data. BOT provides market data that includes Top of Book, Last Sale, and Full Depth of Book feeds for all symbols traded on the ATS during the operating hours of the ATS. Recipients of the market data receive all the feeds. Recipients of direct market data feeds are NOT required to be a Subscriber of BOATS. BOT also utilizes MEMX Technology, as described in Part III Item 11(a), to transmit direct market data feeds from the BOATS data center in Equinix NY4.

display_best_quotes

The direct market data feeds deliver market data during the operating hours of the ATS (8:00 p.m.- 4:00 a.m. EDT). Subscribers, Sponsored Access Clients, and Third-Party Distributors who take the BOT direct market data feed may take that data directly into their order or execution management systems. Third-Party Distributors include vendors, service bureaus or service providers that consume or redistribute market data. BOT provides market data that includes Top of Book and Full Depth of Book for all symbols traded on the ATS during the session. Recipients of direct market data feeds are NOT required to be a Subscriber or Sponsored Access Client of BOATS. BOT also utilizes FI Technology and software to transmit direct market data feeds from the BOATS data center in Equinix NY4.

execution_services

Subscribers/Sponsored Access Clients may enter orders beginning at 6:15 p.m. ET on the days that the ATS is open for business. BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 20% price band during its trading session. Orders entered into the ATS prior to the beginning of, and during the trading session that are priced at more than 20% away from the reference price for that NMS Stock, the ATS rejects the order. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt (Subscribers must inform their Sponsored Access Clients of the halt). The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders (Subscribers must provide this notification to Sponsored Access Clients). Those orders are matched based on the price/time priority rules of BOATS.

execution_services

Subscribers/Sponsored Access Clients may enter orders beginning at 6:15 p.m. ET on the days that the ATS is open for business. BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 15% price band at the open of its trading session. If orders entered into the ATS prior to the beginning of trading and at the open are priced at more than 15% away from the reference price for that NMS Stock, the ATS rejects the order. The reference price for the open is the last national securities exchange print, post session, as of 7:50 p.m. ET. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Similarly, the orders of a Subscriber/Sponsored Access Client that has elected broker priority and that enters simultaneous buy and sell orders to the ATS are matched against each other, but only if there is not an order on the ATS order book at a better price. The orders of an ATS Subscriber/Sponsored Access Client that has not elected broker priority and that enters simultaneous buy and sell orders to the ATS are matched against each other, but only if there is not an existing order on the ATS order book at the same or a better price. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt (Subscribers must inform their Sponsored Access Clients of the halt). The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders (Subscribers must provide this notification to Sponsored Access Clients). Those orders are matched based on the price/time priority rules of BOATS, subject to broker priority, if applicable.

execution_services

Subscribers/Sponsored Access Clients may enter orders beginning at 6:15 p.m. ET on the days that the ATS is open for business. BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 15% price band at the open of its trading session. If orders entered into the ATS prior to the beginning of trading and at the open are priced at more than 15% away from the reference price for that NMS Stock, the ATS rejects the order. The reference price for the open is the last national securities exchange print, post session, as of 7:30 p.m. ET. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt (Subscribers must inform their Sponsored Access Clients of the halt). The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders (Subscribers must provide this notification to Sponsored Access Clients). Those orders are matched based on the price/time priority rules of BOATS.

execution_services

Subscribers/Sponsored Access Clients may enter orders beginning at 6:15 p.m. ET on the days that the ATS is open for business. BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 15% price band at the open of its trading session. If orders entered into the ATS prior to the beginning of trading and at the open are priced at more than 15% away from the reference price for that NMS Stock, the ATS rejects the order. The reference price for the open is the last national securities exchange print, post session, as of 7:30 p.m. ET. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Similarly, the orders of a Subscriber/Sponsored Access Client that has elected broker priority and that enters simultaneous buy and sell orders to the ATS are matched against each other, but only if there is not an order on the ATS order book at a better price. The orders of an ATS Subscriber/Sponsored Access Client that has not elected broker priority and that enters simultaneous buy and sell orders to the ATS are matched against each other, but only if there is not an existing order on the ATS order book at the same or a better price. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt (Subscribers must inform their Sponsored Access Clients of the halt). The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders (Subscribers must provide this notification to Sponsored Access Clients). Those orders are matched based on the price/time priority rules of BOATS, subject to broker priority, if applicable.

execution_services

On the days of operation, Subscribers/sponsored access clients may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis during BOATS operating hours from 8:00 p.m. ET to 4:00 a.m. ET BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 20% price band during its trading session. Orders entered into the ATS prior to the beginning of, and during the trading session that are priced at more than 20% away from the reference price for that NMS Stock, the ATS rejects the order. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt (Subscribers must inform their Sponsored Access Clients of the halt). The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders (Subscribers must provide this notification to Sponsored Access Clients). Those orders are matched based on the price/time priority rules of BOATS.

execution_services

On the days of operation, Subscribers may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis during BOATS operating hours from 8:00 p.m. ET to 4:00 a.m. ET. BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt. The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders. Those orders are matched based on the price/time priority rules of BOATS.

execution_services

On the days of operation, Subscribers may submit test orders to the ATS at 6:15 p.m. ET, and bona-fide orders are accepted at 8:00 p.m. ET. Matching occurs on a price-time priority basis during BOATS operating hours from 8:00 p.m. ET to 4:00 a.m. ET BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 20% price band during its trading session. Orders entered into the ATS prior to the beginning of, and during the trading session that are priced at more than 20% away from the reference price for that NMS Stock, the ATS rejects the order. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt. The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders. Those orders are matched based on the price/time priority rules of BOATS.

execution_services

Subscribers/Sponsored Access Clients may enter orders beginning at 6:15 p.m. ET on the days that the ATS is open for business. BOATS begins matching orders, based on the terms of the orders in its order book, at 8:00 p.m. ET. BOATS employs a 15% price band at the open of its trading session. If orders entered into the ATS prior to the beginning of trading and at the open are priced at more than 15% away from the reference price for that NMS Stock, the ATS rejects the order. The reference price for the open is the last national securities exchange print, post session, as of 7:50 p.m. ET. Orders are prioritized based on the price and time of entry of such orders into the ATS. Once an order has been submitted, the ATS matches it with a matching contra order submitted to the ATS, generally on a price/time priority basis. Similarly, the orders of a Subscriber/Sponsored Access Client that has elected broker priority and that enters simultaneous buy and sell orders to the ATS are matched against each other, but only if there is not an order on the ATS order book at a better price. The orders of an ATS Subscriber/Sponsored Access Client that has not elected broker priority and that enters simultaneous buy and sell orders to the ATS are matched against each other, but only if there is not an existing order on the ATS order book at the same or a better price. Because the ATS does not operate during Core Market Hours, it is not impacted by trading halts in an NMS Stock during Core Market Hours. If trading in an NMS Stock that trades on BOATS is halted as of the close of the exchange trading day, the ATS does not trade that NMS Stock during its immediately following trading session. If trading in an NMS Stock is halted on BOATS during the ATS's trading session, the ATS notifies its Subscribers of the halt (Subscribers must inform their Sponsored Access Clients of the halt). The ATS cancels all orders for the effected NMS Stock pending on the ATS's order book at the time the ATS halts trading. Such orders are automatically cancelled based on a configuration in Subscribers' FIX connections. Once the ATS lifts the halt, BOATS sends a notification to Subscribers that trading is once again available on the ATS and that they may enter orders (Subscribers must provide this notification to Sponsored Access Clients). Those orders are matched based on the price/time priority rules of BOATS, subject to broker priority, if applicable.