008-69787 

000283942 

01/23/2018 

MLIX 

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

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

BofAS Affiliates do not have direct access to Instinct X (See Part II, Item 5 for a discussion of Direct and Indirect Subscribers to Instinct X). Any Affiliate of BofAS may send orders to a BofAS trading desk for handling and, based on the discretion of the desk handling the orders, all or some of the Affiliate's orders may be routed to Instinct X at the discretion of a BofAS algorithm or the BofAS SOR used by the desk. Set forth below are the BofAS Affiliates whose orders or conditional placements accessed Instinct X in the last calendar quarter.

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS") is a U.S. registered affiliated broker-dealer that may use a BofAS algorithm or the BofAS SOR to handle an order and, based on the discretion of the algorithm or SOR, some or all of MLPFS's orders may be routed to Instinct X. The determination of whether to send a conditional placement to Instinct X on behalf of an Affiliate is made by the BofAS algorithm or BofAS SOR handling the Affiliate's original order. MLPFS orders that ultimately access Instinct X do so using the MPIDs "MLWM" and "MLMA." Instinct X receives MLPFS orders in an agency capacity with the exception of the principal orders Instinct X may receive in connection with MLPFS's unwinding of bona fide errors or positions resulting from customer accommodations.

Orders and conditional placements of Bank of America, N.A. ("BANA"), a U.S. affiliated national bank, also can be routed to Instinct X (through a BofAS trader authorized to act on behalf of BANA). Instinct X receives and handles these BANA orders and conditional placements, under the MPID "MLCO," in an agency capacity.

Merrill Lynch International ("MLI") is a foreign affiliated broker-dealer (or local equivalent) that sends orders to BofAS that ultimately access Instinct X using the MPID "MLCO." Note, as a foreign entity, MLI does not have its own MPID. Instinct X receives principal or agency orders from MLI. However, orders and conditional placements associated with MLI are treated as principal in Instinct X. 

Subscribers can opt-out of interacting with BofAS principal orders (including riskless principal orders) and conditional placements by requesting a counterparty segment classification restriction to exclude BofAS principal orders (See Part III, Items 13 and 14). Subscribers must submit their counterparty segment classification restriction requests, or requests to change such segment classifications, to the BofAS Sales team. A member of the BofAS Sales team will enter the request(s) into a BofAS platform. BofAS employees responsible for the operation of Instinct X implement these requests after the close of trading on the day of the request. 

As described in Part II, Item 2(a) BofAS Affiliates can rely on a BofAS desk, a BofAS algorithm, or the BofAS SOR to route orders and conditional placements to Instinct X in a principal, riskless principal, or agency capacity. As described in Part II, Item 3(a), Subscribers can request counterparty segment classification restrictions (See Part III, Items 13 and 14) to opt out of interacting with BofAS principal orders (including riskless principal orders). A Subscriber's determination to opt out of interacting with BofAS principal orders also would result in a Subscriber opting out of interacting with principal orders (including riskless principal orders) of BofAS Affiliates other than MLPFS. Additionally, Subscribers can opt-out of interacting with MLPFS orders and conditional placements by requesting a counterparty segment classification restriction to exclude the Private Client segment classification (See Part III, Item 13), which includes all MLPFS orders and conditional placements, whether principal, riskless principal, or agency. To opt-out of interacting with BANA orders and conditional placements, Subscribers must request a counterparty segment classification restriction to exclude the Institutional segment classification (See Part III, Item 13). Note, opting-out of the Institutional segment classification will result in opting-out of interacting with orders and conditional placements from other Subscribers within that segment, not just BANA orders and conditional placements. 

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

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

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

EQUINIX, INC. Equinix operates the Equinix NY4 New York IBX Data Center which hosts the servers that operate Instinct X. Additionally, Equinix provides connectivity services to Instinct X as described in Part III, Item 6 (Connectivity and Co-location). Equinix does not have access to the Subscriber confidential trading information within Instinct X. 

GENERAL BACKGROUND AND SCOPE OF SUBSCRIBER CONFIDENTIAL TRADING INFORMATION Instinct X is comprised of a standalone hardware (i.e., server) and software application (collectively, the operating plant). Instinct X does not share an operating plant with any other BofAS system, but it is housed in the same data center as other BofAS systems. BofAS maintains physical restrictions and policies and procedures designed to safeguard the confidential trading information of Subscribers. BofAS considers a Subscriber's identity, orders, and conditional placements routed to, and trades effected by, Instinct X (including data analytics related to a Subscriber's transactions) confidential trading information. However, BofAS may include certain post-execution information involving Instinct X transactions in various reports, data, and commentary communicated internally and externally to Clients directly or through vendors, provided BofAS has anonymized (i.e., does not identify an individual Subscriber) such information, aggregated such information with execution information from other desks or from BofAS as a whole (such that no individual trade, Client, or Subscriber is identifiable), and communicated such information with appropriate delay. As noted in "Systems with Access to Subscriber Confidential Trading Information" in Part II, Item 7, the BofAS algorithms and SOR can transmit Subscribers' confidential trading information to the extent these systems route Subscribers' orders or conditional placements and related messages to Instinct X. Subject to the above, access to Subscriber confidential trading information is limited to BofAS employees and systems responsible for operating Instinct X or responsible for its compliance with applicable rules. Set forth below are the BofAS employees and systems with access to Subscriber confidential trading information, as well as a description of the applicable safeguards and oversight procedures. Subject to the above, access to Subscriber confidential trading information is limited to BofAS employees and systems responsible for operating Instinct X or responsible for its compliance with applicable rules. Set forth below are the BofAS employees and systems with access to Subscriber confidential trading information, as well as a description of the applicable safeguards and oversight procedures. EMPLOYEES WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION BofAS does not have any employees solely responsible for Instinct X. The shared employees described in response to Part II, Item 6(a) are the only employees who have access to Subscriber confidential trading information. These employees are prohibited from sharing any Subscriber confidential trading information with Persons not authorized to receive such information. BofAS does not provide Subscriber confidential trading information to BofAS business units or BANA authorized traders in furtherance of BofAS principal trading activities or BANA trading activity. SYSTEMS WITH ACCESS TO SUBSCRIBER CONFIDENTIAL TRADING INFORMATION BofAS offers third-party external direct market access gateways to customers and clients which are used by some Direct Subscribers to transmit orders and/or conditional placements, including Subscriber confidential trading information, to Instinct X. These gateways communicate to the employees of the third-party responsible for managing the health of the respective gateway (as described in response to Part II, Item 7(d)), real-time information about where the Direct Subscriber's orders and/or conditional placements were routed and or executed, which could be Instinct X or any other market center. The order and execution management systems used by the Sales and Trading employees described in response to Part II, Item 6(a) can transmit Indirect Subscribers' confidential trading information to the extent orders handled by a Sales and Trading employee is routed to Instinct X. These systems communicate information to Sales and Trading employees with respect to where their Clients' orders were routed and/or executed, which could be Instinct X or any other market center. Separately, BofAS algorithms and the BofAS SOR can transmit Indirect Subscribers' confidential trading information to the extent these systems route Indirect Subscribers' orders or conditional placements to Instinct X. Neither the BofAS algorithms nor the BofAS SOR make routing determinations based on information about orders or conditional placements the respective system routes to Instinct X. All Subscriber orders and conditional placements entering Instinct X pass through the FIX interface. The FIX interface does not retain information about the orders or conditional placements entering Instinct X. The FIX interface does not communicate order or conditional placement information to any other BofAS system. BofAS maintains a research database containing historical trading information. The ET Products team uses this database to run queries and generate reports as described above. This database includes post-trade Subscriber confidential trading information. BofAS maintains an internal system containing order, conditional placement, and execution information routed through the BofAS SOR. The ET Consulting group uses this internal system to run queries and generate reports at the request of BofAS business units and Clients using the BofAS algorithms or SOR, including Indirect Subscribers. BofAS employs a proprietary application for real-time monitoring of Instinct X. The MAG team uses this application to research Subscriber's orders, conditional placements, and executions and monitor the health of Instinct X (e.g., monitor the number of rejections, pending orders or conditional placements, order-to-fill ratios). BofAS uses internal and external systems to comply with its books and records, trade reporting, surveillance and supervisory obligations. These systems can receive Subscriber order and execution information for purposes of creating surveillance, supervisory and OATS reports. SAFEGUARDING AND OVERSEEING SUBSCRIBER CONFIDENTIAL TRADING INFORMATION Access to Instinct X, Other Relevant BofAS Systems, and Subscriber Confidential Trading Information: BofAS requires permissioned logins to access Instinct X. In addition, BANA's global cyber security efforts, including measures to detect and prevent unauthorized intrusions of BANA systems, apply to BofAS, including the operation of Instinct X. Relevant Business Control Officers and Compliance control functions must approve all employee access to Instinct X, including the operating plant, development code (including the FIX interface), and production logs. Any individual seeking access to Instinct X must submit a request through BofAS's Access Review Management System ("ARMS"). A registered principal must review and approve such request before an individual is granted access to Instinct X. In reviewing access requests, the registered principal considers factors including the employee's current role and whether the employee performs a function related to Instinct X. An employee's request to gain access may be denied if it is deemed to be unnecessary or inappropriate. Employees granted access to a system will have access to all Subscriber confidential trading information available in the system. If an employee changes roles, both the prior supervisor and new supervisor are required to review and adjust the employee's access entitlements to appropriately reflect the employee's new role. Additionally, all approved access requests are subject to a periodic review pursuant to BofAS's written supervisory procedures ("WSPs") described below. Pursuant to the BofAS WSPs, on a quarterly basis, the ATS Supervisor or delegate conducts a review to confirm the appropriateness of user access entitlements to Instinct X, including verification that users whose roles have changed and/or, employees who have been inactive, transferred or terminated have their permissioned access removed from the system. This WSP governs access to the interface used to view and/or interact with Instinct X's order book and how the access entitlements to Instinct X should be handled once an individual submits a request for access through the ARMS process, as well as on an ongoing basis after a registered principal has granted access to an individual. Based on this review, the ATS Supervisor or delegate may revoke access rights to Instinct X's order book. Pursuant to another BofAS WSP, on a quarterly basis, the ATS Supervisor or delegate conducts a review to confirm the appropriateness of user access entitlements to Instinct X's server logs, including verification that users whose roles have changed and/or, employees who have been inactive, transferred or terminated have their permissioned access removed from the system. This WSP governs access to the server logs and those with direct business responsibility, or who provide development or other technology support to Instinct X. Based on this review, the ATS Supervisor or delegate may revoke access rights to Instinct X's server logs. Additionally, BofAS's contracts with the third-party external market access gateway providers and the third-party service providers described above require such providers to protect Subscriber confidential trading information. Specifically, and among other things, these third-parties must: (i) keep Subscriber trading information confidential, (ii) not share Subscriber confidential trading information with any Person who does not have a reasonable need to know or access such information, and (iii) not use or act on Subscriber confidential trading information other than to perform their responsibilities under their agreements (including the use of aggregated and anonymous data for internal statistical, forensic and similar purposes). These third-parties also perform periodic reviews of platform access to confirm the system access entitlements remain accurate, i.e., verify that users whose roles have changed and/or, employees who have been inactive, transferred or terminated have their permissioned access removed from the system. SEPARATION: BofAS has physical and information barriers in place to separate employees and systems with access to Subscriber confidential trading information from those not permitted to access such information. Technology department employees are located in a separate physical location from other BofAS business units--either a different building or a different floor. MAG and ET Product and Consulting employees are located in the same building as other BofAS business units, but in a separate area. As noted above, Instinct X does not share an operating plant with any other BofAS system, but it is housed in the same data center as other BofAS systems. PERSONAL TRADING RESTRICTIONS: BofAS prohibits all employees, including those with access to Subscriber confidential trading information, from trading based on non-public or other confidential information, which would include Subscriber confidential trading information. Pursuant to the Associate Investment Policy these employees must enter a trade pre-approval request via the Associate Investment Monitoring ("AIM") website for every purchase and sale of a security executed in an employee investment account, which among other things, requires the approval of the employee's supervisor and the AIM Group. When requesting approval for a trade, the employee must provide certain attestations, depending on the employee's role, including whether he or she: (i) reviewed the restricted list and that there are no restrictions, (ii) has no material non-public information, (iii) is not aware that Firm is effecting or proposing to effect a principal or customer trade in the security, and (iv) has held the security for 30 days (for sells). Prior to approving any request, the employee's supervisor and the AIM Group review the attestations. BofAS imposes a 30-day minimum holding period on any approved trades. Pursuant to a BofAS WSP, on a daily basis, the registered principal (or delegate) with supervisory oversight responsibility for the relevant employee conducts a review of the employee's personal trading activity. Specifically, the relevant supervisor or delegate receives a daily report reflecting the prior day's trade activity for each such employee. The relevant supervisor or delegate assesses whether the employee obtained the appropriate pre-approval or pre-clearance for such trades and for any red flags (e.g., excessive trading). FIRM-WIDE CONFIDENTIAL INFORMATION RESTRICTIONS: As a general matter, BofAS requires all employees to undergo a comprehensive screening before commencing employment and each BofAS employee is bound by and required to observe the BAC Code of Conduct, which includes provisions that address the handling of Client information and impose a duty of confidentiality. 

The shared employees described in response to Part II, Item 6(a) have access to Subscriber confidential trading information. THIRD-PARTY EXTERNAL MARKET ACCESS GATEWAY PROVIDERS: As noted in response to Part II, Item 7(a), BofAS operates external direct market access gateways, which are managed by third-parties, that can transmit Direct Subscriber confidential trading information. These platforms receive information about Direct Subscribers' orders, conditional placements, and executions to the extent such information is routed to Instinct X. Similar to systems used by Sales and Trading personnel, these gateways handle orders that may, based on the direction of the Direct Subscriber, be routed directly to Instinct X. Dedicated support personnel for these gateways are responsible for addressing BofAS inquiries related to Direct Subscribers' orders or conditional placements routed to Instinct X and for managing the health of the platform. These employees can access real-time order, conditional placement, and execution information through the respective activity logs for Direct Subscribers using the respective gateway. However, they do not have access to the Instinct X order book. THIRD-PARTY BOFAS SERVICE PROVIDERS: As noted in response to Part II, Item 7(a), BofAS uses third parties to store the trading information associated with BofAS's electronic trading business, which includes trading activity on Instinct X, i.e., Subscriber confidential trading information. As requested by BofAS, dedicated support personnel from the third-party are responsible for generating reports, e.g., regulatory reports, client reports, booking records, based on the stored trading information. Through activity logs, these dedicated support personnel can access real-time order, conditional placement, and execution information. However, they do not have access to the Instinct X order book. 

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

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

Instinct X is available for connectivity between 7:00 A.M. to 6:00 P.M. Eastern Time. Instinct X's trading hours are as follows: (i) Instinct X operates during regular trading hours as set forth by the primary exchange for each security; (ii) Instinct X will accept orders and conditional placements beginning at 9:30 A.M. Eastern Time; however, Instinct X will not execute any orders or conditional placements until there has been an opening print on the primary exchange; (iii) Instinct X will cancel IOC orders at market open in the event that the security has not opened for trading; (iv) Trading ends at 4:00 P.M. Eastern Time; (v) Instinct X will cancel all orders and conditional placements at 4:00 P.M. Eastern Time regardless of the status of the primary exchange; (vi) Instinct X will not accept or execute orders or conditional placements outside of this window and Instinct X will not hold any orders or conditional placements overnight; and (vii) Instinct X will be closed or close early during market holidays or shortened trading days in accordance with the NYSE holiday schedule. 

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

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

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

Instinct X accepts orders and conditional placements. Thus, conditional placements are the only trading interests accepted by Instinct X. See Part III, Item 9 for a full description of conditional placements. ACCEPTABLE ORDER TYPES, TIME-IN-FORCE INSTRUCTIONS, AND ATTRIBUTES As a general matter, all Instinct X order types are available across all forms of connectivity to Instinct X; however, a Subscriber's determination to use particular order types will vary based on the Subscriber's trading and execution objectives. Instinct X accepts the following order types: (i) MARKET -- an order to buy or sell immediately at the best available price; (ii) LIMIT -- an order to buy or sell at a specified price or better; and (iii) PEGGED -- an order to buy or sell at a price relative to a reference benchmark price. Instinct X offers the following Pegged order types: (i) Midpoint Peg -- an order that is pegged to the midpoint of the Best Bid and Offer ("BBO") (See Part III, Item 23 for a description of how the BBO is calculated); (ii) Primary Peg -- an order that is pegged to the BBO on the same side of the market (i.e., near touch); and (iii) Market Peg -- an order that is pegged to the BBO on the opposite side of the market (i.e., far touch). Instinct X does not offer post-only order types. Instinct X offers the following time-in-force instructions: (i) IMMEDIATE-OR-CANCEL ("IOC") -- an instruction whereby Instinct X must immediately execute all or part of the order upon receipt and cancel any unfilled part of the order; (ii) DAY -- an instruction whereby all or any unexecuted residual of an order expires at the end of the trading day. BofAS Subscribers can elect to apply a Minimum Quantity ("MinQty") attribute to their orders, which represents the minimum quantity of an order that Instinct X can execute against a single counterparty. The default MinQty behavior with respect to a partially executed order is for Instinct X to designate a new MinQty equal to the leaves quantity when the leaves quantity falls below the original MinQty. Alternatively, Subscribers can request an unsolicited cancel of the leaves quantity should the quantity fall below the original MinQty. POSSIBLE OUTCOMES OF ORDER TYPES ROUTED TO INSTINCT X Orders routed to Instinct X can result in one or more of the following: acceptance, rejection, cancelation, execution, or, in the event not fully executed, expiration. Instinct X orders can be modified, canceled and replaced at any time prior to execution at the discretion of the Subscriber. Instinct X updates order queue position when a Subscriber amends an order (see discussion of priority below). Instinct X will reject any order that has an impermissible order attribute (e.g., Intermarket Sweep Orders, Post Only or Percentage of Spread Orders). Additionally, Instinct X will reject any orders that do not satisfy the minimum pricing increments specified in Rule 612 of Regulation NMS (i.e., the Sub-Penny Rule). Instinct X does not route orders to other Trading Centers. PRIORITY Instinct X operates on a Price/Capacity/Time basis. When multiple same side orders have an identical price, Instinct X determines execution priority based on the order's capacity (See Part III, Item 11), with BofAS principal orders yielding to all Subscriber orders, followed by the time of order receipt in Instinct X. Instinct X determines queue position by new order receipt time and updates queue position when there is an amendment to the specified price, an increase in quantity, a change/addition to the pegging instruction, or an update to MinQty. Instinct X will maintain an order's queue position when a Subscriber amends the order to reduce its quantity. Pegged orders can be combined with a limit price. All orders will be assigned the more conservative price for execution purposes. For example, a resting midpoint pegged order with a limit price at the far side of the BBO (best offer for buy orders, best bid for sell orders) will execute at a price no worse than the midpoint. If the BBO changes where the limit price is the near side (best bid for buy orders, best offer for sell orders), the execution will occur at an assigned limit price that is no worse than the near side price of the BBO. 

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

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

Instinct X accepts mixed-lot orders and conditional placements. Instinct X will cross a mixed-lot order and conditional placement in the ordinary course and will cancel back any subsequent odd-lot leaves quantity to the Direct Subscriber or the BofAS algorithm or BofAS SOR (for Indirect Subscriber orders). 

CONDITIONAL PLACEMENTS GENERALLY Instinct X accepts conditional placements -- the only trading interests supported by Instinct X. Conditional placements are an optional set of messages that have all the required attributes of a firm order (i.e., symbol, side, market/limit and quantity), but are not firm orders because they cannot execute without further message interactions. Conditional placements can only interact with other conditional placements on a one-to-one basis. Conditional Placements can include all of the order types and attributes identified in Part III, Item 7, except the IOC time-in-force instruction. Conditional placements are subject to the same order size requirements identified in Part III, Item 8. The segmentation rules and restrictions equally apply to conditional placements as described in Part III, Items 13 and 14. Instinct X does not maintain a separate book or pool of conditional placements; rather, conditional placements rest on the same book as orders and the optional attribute applicable to conditional placements ensures that they do not interact with orders resting on the book. WHO CAN SEND CONDITIONAL PLACEMENTS AND HOW Any Direct Subscriber can submit conditional placements, at its discretion, through the standard FIX messaging protocol. Any Indirect Subscriber can submit conditional placements through customizations of a BofAS algorithm or the BofAS SOR, based on the Indirect Subscriber's order attributes and handling instructions (i.e., if an Indirect Subscriber elects to use a dark routing strategy, the algorithm or SOR will use the passive dark routing strategy to determine to send conditional placements to Instinct X via the SOR). Note, BofAS logs all Subscriber conditional placement details within Instinct X system files to allow for review of all counterparty acceptances and declines. The ATS Working Group uses this information to monitor and assess whether Direct Subscribers should be permitted to continue to submit conditional placements. POTENTIAL MATCHES OF CONDITIONAL PLACEMENTS Two conditional placements can generate a potential match based on marketability (i.e., price), quantity, symbol, and other optional attributes like segment classification exclusions and MinQty. Instinct X also applies the crossing priority outlined in Part III, Item 11 to potential matches of conditional placements. If a potential match between two conditional placements exists, Instinct X will send a Firm-Up Invite to each of the single counterparties that meet one another's parameters (i.e., Instinct X will generate only one Firm-Up Invite for each of the matched conditional placements). Instinct X will send a Firm-Up Invite to a Direct Subscriber through the FIX connection or to the BofAS algorithm or BofAS SOR that sent the conditional placement (on behalf of an Indirect Subscriber). When Instinct X generates the Firm-Up Invite, Instinct X will immediately cancel the underlying conditional placement and will not generate any other Firm-Up Invites in connection with the cancelled conditional placement until the Firm-Up Invite expires or is actioned. Instinct X will continue to match other orders and conditional placements for Subscribers in all symbols while a Firm-Up Invite is pending. The Firm-Up Invite expires after a preset period--currently one second. The duration of Firm-Up Invites is configurable only by BofAS and can be adjusted based on the ATS Working Group's periodic review of overall performance of conditional placements in Instinct X and the amount of time it takes counterparties to Firm-Up. If a Firm-Up Invite expires, Instinct X will cancel any orders in that symbol from the Subscriber that permitted the Firm-Up Invite to expire. RESPONSES TO FIRM-UP INVITATIONS Firm-Up Invites sent to potential conditional placement counterparties include each party's respective original order attributes, a unique identifier and a quantity that is the lesser of the two original conditional placement quantities (Firm-Up Invite quantity). A counterparty can accept, decline or ignore a Firm-Up Invite. A counterparty can accept a Firm-Up Invite by responding with any quantity that satisfies its own MinQty. The Firm-Up Accept quantity can be less than, equal to or greater than the Firm-Up Invite quantity, or a quantity that is greater than the original conditional placement. Instinct X will cancel any remaining quantity. Alternatively, a counterparty can ignore the Firm-Up Invite by not responding with a Firm-Up Accept for the duration of the Firm-Up Invite. Counterparties also can affirmatively decline a Firm-Up Invite by sending a Firm-Up Accept with a zero quantity. HOW FIRM-UP INVITES RESULT IN AN EXECUTION If both counterparties accept a Firm-Up Invite, Instinct X will execute a trade at the lesser of the two quantities, provided that it satisfies the MinQty of each counterparty. Instinct X will cancel back any remaining quantity on a firm-up response. 

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

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

Generally, Instinct X is an NMS Stock ATS that operates within BofAS as part of the GBAM Division of BAC and offers matching services in all NMS Stocks. Specifically, Instinct X is a crossing system that matches non-displayed orders based on a Price/Capacity/Time priority and Subscriber selected order attributes. Instinct X also supports conditional placement trading interest as described in Part III, Item 9, which allows a Subscriber to place non-firm trading interest into Instinct X for matching through a Firm-Up process. Instinct X will establish a non-displayed "book" (subject to further discussion in Part III, Item 15) for each security made available for matching (the book is the conceptual file that maintains all individual orders and conditional placements deemed eligible for crossing in a particular security). 

Instinct X evaluates each Subscriber incoming order and conditional placement to determine whether: (i) the Instinct X system is available for trading and (ii) the symbol is available for trading. If so, Instinct X assesses the market conditions applicable to each order or conditional placement including the: (i) availability of market data (updated in real-time), (ii) the symbol's trading status (updated in real-time), and (iii) validity of the trading session. If the market conditions are acceptable, Instinct X then evaluates each order's or conditional placement's Subscriber required attributes. PRIORITY Instinct X will match orders and conditional placements based on Price/Capacity/Time priority, in order of precedence. First, Instinct X will consider price and will prioritize the more conservative of the Limit and Relative Price defined in any peg instruction. Next, Instinct X will consider the capacity in which it handles equally priced orders or conditional placements. Specifically, orders and conditional placements BofAS handles in an agency capacity (including, as described above, MLPFS and BANA orders and conditional placements) maintain priority over BofAS principal and riskless principal orders. Among agency orders and conditional placements, those originating from Subscribers in the Institutional, Broker-Dealer, and Private Client segment classifications maintain priority over agency orders of Subscribers in the Market Maker Client segment classification (as defined in Part III, Item 13). After assessing the price and capacity of an order or conditional placement, Instinct X will consider the time it received the order or conditional placement and will prioritize orders or conditional placements received earlier in time. PRICE IMPROVEMENT Instinct X offers Subscribers the ability to choose price protection mechanisms in the form of the following pegged orders: (i) MIDPOINT PEG -- an order that is pegged to the midpoint of the BBO; (ii) PRIMARY PEG -- an order that is pegged to the BBO on the same side of the market (i.e., near touch); and (iii) MARKET PEG -- an order that is pegged to the BBO on the opposite side of the market (i.e., far touch). Instinct X will split price improvement equally between counterparties within the bounds of the BBO for two limit orders with overlapping limit prices. If the calculated midpoint between the two orders falls outside the BBO, the execution price will be the outer bound of the BBO. Instinct X will treat a resting midpoint pegged order as a limit order and will split price improvement equally between counterparties when executing against an opposite limit priced order. Similarly, Instinct X will treat a far side pegged order as a limit order and will split price improvement equally between counterparties when executing against an opposite limit priced order as well as a resting midpoint pegged order. For example, Instinct X will split price improvement and execute halfway between the midpoint of the BBO and the far side bid or offer when a resting midpoint pegged order crosses with a far side pegged order. Instinct X will not provide price improvement to a market order when matching against a limit order and will instead execute such orders at the assigned limit price. For example, Instinct X will execute a resting midpoint pegged order and a market order at the midpoint of the BBO assuming the realized pegged price is more conservative than any specified absolute limit on the midpoint pegged order. Instinct X will not provide price improvement to an amended midpoint pegged orders. For example, Instinct X would execute a limit order priced at the far side interacting with an amended midpoint pegged order at the midpoint of the BBO resulting in price improvement for the limit order priced at the far side. Instinct X will split price improvement between orders and will execute at the midpoint of the BBO when matching two unpriced orders. Additionally, because Instinct X treats an order pegged to the far side as a limit order, Instinct X will execute at the far side and will not provide price improvement when matching a market order and a resting order pegged to the far side. COMPLIANCE WITH VARIOUS FEDERAL SECURITIES REQUIREMENTS Instinct X is designed to operate in compliance with the requirements of Reg SHO when accepting and/or executing orders and conditional placements. In accordance with Rule 201 of Reg SHO, once a circuit breaker has been triggered, the short sale price test restriction will apply to short sale orders and conditional placements in that security for the remainder of the day and the following day, unless an exemption applies. Instinct X accepts orders and conditional placements marked as "short exempt" from broker-dealer Subscribers. Instinct X will not cross orders or conditional placements in a locked or crossed market environment. Similarly, Instinct X will only cross orders and conditional placements if Limit Up/Limit Down ("LULD") bands are being disseminated and the proposed crossing price is within the LULD bands. Instinct X will not execute orders or firmed-up conditional placements in a security subject to a LULD trading pause or regulatory halt. Pursuant to applicable rules, Instinct X will only resume crossing once trading has commenced on the primary listing exchange and LULD price bands are available. BofAS handles execution errors occurring within Instinct X in accordance with the Firm's Errors and Error Correction Transactions Policy ("Error Policy"). The Error Policy applies to bona fide errors (e.g., wrong security or side of the market, execution outside the limit price of an order, executions at clearly erroneous prices). BofAS handles executions at clearly erroneous prices consistent with the applicable rules of the self-regulatory organizations. The Error Policy requires that bona fide errors involving Instinct X be recorded in BofAS error accounts and reported to the ATS Supervisor. Bona fide errors can be raised by Clients to BofAS sales traders or identified by BofAS. After evaluating the activity to confirm it is a bona fide error, the ATS Supervisor or the ETS Supervisor can correct the error in a manner that attempts to place the Subscriber in the same position had the error not occurred. The ATS supervisor or delegate reviews execution errors daily or as they occur to ensure that they are handled in accordance with BofAS procedures. Instinct X time stamps orders upon receipt in the ATS and executions at the time they occur in accordance with applicable FINRA Order Audit Trail System and trade reporting rules. Instinct X determines queue position by new order receipt time and updates queue positions in connection with an amendment to the specified price, an increase in quantity, a change/addition to the pegging instruction (a pegged order will maintain its queue position based on changes to the BBO unless there is action taken with respect to pegging instructions), or an update to MinQty. Instinct X will maintain an order's and conditional placement's queue position when the Subscriber amends the order or conditional placement to reduce the quantity. 

All Subscribers are assigned a segment classification when approved to access Instinct X. BofAS assigns Direct Subscribers a segment classification based upon an initial review of a Due Diligence Questionnaire (as described in Part III, Item 2) by the ATS Working Group prior to permitting a Direct Subscriber to trade in Instinct X. The ATS Working Group will consider the quantitative and qualitative factors outlined in Part III, Item 2(b). BofAS assigns Indirect Subscribers a segment classification based on the Indirect Subscriber's Client profile (e.g., Client type, trading strategies). SEGMENT CLASSIFICATIONS All Subscriber orders and conditional placements entered into Instinct X are associated with one of the following segment classifications: (A) PRIVATE CLIENT (RETAIL) -- This segment consists only of Merrill Lynch, Pierce, Fenner & Smith Incorporated Wealth Management order flow from retail Customers; (B) BROKER-DEALERS -- This segment consists of three categories of broker-dealer order flow: (1) BD AGENCY -- representing orders sent from the agency desks of broker-dealer Subscribers that are generally working Customer orders (not proprietary in nature); (2) BD EXHAUST -- representing orders received from broker-dealer Subscribers after the orders pass through their internalization engine including, for example, an ATS; (3) BD RETAIL -- representing retail and private client orders sent from broker-dealer Subscribers. (C) INSTITUTIONAL -- This segment consists of orders from or on behalf of BofAS business units, BANA, and BofAS Institutional Customer Subscribers. (D) MARKET MAKERS -- This segment consists of two categories of market maker order flow: (1) LIQUIDITY PROVIDERS -- representing external principal order flow sent from automated trading strategies where prices or instructions are passive in nature. (2) LIQUIDITY TAKERS -- representing external principal order flow sent from automated trading strategies where prices or instructions, relative to Liquidity Providers, are generally more aggressive in nature. DETERMINATION AND DURATION OF SEGMENT CLASSIFICATIONS BofAS can override the determination of a segment classification for a Direct Subscriber in accordance with the Firm's Direct Subscriber Segment Reclassification Procedure. The ATS Working Group reviews and analyzes the activity of Direct Subscribers on Instinct X no less than quarterly. Such review involves consideration of quantitative and qualitative factors of Direct Subscribers' activity on Instinct X. Quantitative factors include message/order rates, add/take ratios, average order quantity, where-within-the spread statistics, percentage of Day vs. IOC orders, duration of orders, reversion statistics and order-to-trade ratios. Qualitative factors include Client type (e.g., broker-dealer), trading strategies (e.g., market making), and a comparison of liquidity providing vs. liquidity taking activity. Based on its review, the ATS Working Group can request that a Direct Subscriber modify its order flow and/or trading behavior to conform to its designated segment or determine to amend a Direct Subscriber's segment classification. There is no specific length of time that a segment classification will remain in effect; however, BofAS, subject to approval by the ATS Working Group, reserves the right to review and add, remove or revise a segment classification at any time. ORDER INTERACTION BASED ON SEGMENT CLASSIFICATIONS Because Instinct X considers a Subscriber's segment classification when assessing an agency order or conditional placement, a Subscriber's segment classification can impact the priority of the Subscriber's orders and conditional placements, as described above in Part III, Item 11(c). Additionally, Subscribers can select the segment classifications with which they do and do not want to trade (e.g., Private Client, Broker-Dealer, Market Maker), as described in Part III, Item 14. 

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

Subscribers can request that their orders and conditional placements only interact with particular counterparty segment classifications, as described in Part III, Item 13. Subscribers can: (i) select the particular segment classifications with which they do and do not want to trade, (ii) use segment classifications to preclude their orders and conditional placements from interacting with a particular capacity of orders (i.e., BofAS principal order flow (including Affiliate principal flow) or agency flow), or (iii) both (i.e., restrict interactions with particular segments and order capacities). Subscribers can submit segment classification restriction requests through the Sales team. These requests can only be implemented by a BofAS employee and are implemented after normal trading hours. Subscribers can request an analysis specific to their order flow (i.e. counterparty segment interaction) from a BofAS Sales employee. In addition to segment classification restrictions, Subscribers can preclude their orders and conditional placements from interacting with other orders and conditional placements based on order quantity by using the MinQty attribute. Subscribers can use MinQty to exclude their orders and conditional placements from interacting with other orders or conditional placements on the basis of order arrival and residual (leaves) quantity. Subscribers communicate this order attribute-based restriction via FIX messages. Instinct X applies a self-cross prevention feature which prevents a Subscriber order or conditional placement from crossing against an order or conditional placement originating from the same account. Note, the self-cross prevention feature will not prevent crosses between different accounts of the same Subscriber. 

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

For Direct Subscribers accessing Instinct X, BofAS assesses negotiated per share fees for executions involving: (i) orders (ranging from $0.001 to $0.03 per share) and (ii) conditional placements (ranging from $0.0015 to $0.0025 per share). Some Clients are both Direct and Indirect Subscribers (Indirect Subscriber fees are described in response to Item 19(b)) and pay fees specific to each form of access (i.e., direct or indirect). In such circumstances, the fee associated with direct access to Instinct X will vary within the ranges above based on above referenced factors. BofAS individually negotiates the aforementioned per share fees with Clients in consideration of each Client's overall relationship with BofAS. The factors that BofAS will consider include: Client type (e.g., agency broker, sell side firm, low latency firm), type of trading flow (i.e., the Private Client (Retail), Broker-Dealer, Institutional and Market Maker segmentation categories defined in Part III, Item 13), trading volume, products and markets traded, and the total mix of services provided by BofAS (e.g., algorithmic strategies used, customization requests, support requirements). The per share fees necessarily vary based on the products and services that are provided to each particular Client. In all cases, the negotiated per share fees reflect the value of the services that BofAS provides the Client. 

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

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

Instinct X will accept Subscriber orders and conditional placements but will not cross orders and conditional placements during a regulatory halt, when a symbol is quoted in Limit Up/Limit Down status, or when market data is delayed. Additionally, BofAS can, in its sole discretion, elect to suspend operation of Instinct X at any time, including the suspension of trading in individual NMS stocks for, among other reasons, approaching Regulation ATS Fair Access and Regulation SCI volume thresholds. BofAS will make reasonable efforts to notify Subscribers electronically in a timely manner in the event of such an occurrence. In the event of a suspension of trading in Instinct X generally or in a particular NMS stock, Instinct X will cancel all existing orders and reject any new orders. 

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

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

BofAS receives direct market data feeds for all national securities exchanges. These market data feeds are combined by a BofAS proprietary market data consolidator that sits outside of Instinct X and calculates a consolidated BBO based on the data feeds of such national securities exchanges. Instinct X utilizes the BBO to price, prioritize and execute orders and conditional placements as described in Part III, Item 11. Instinct X is designed to operate in compliance with all applicable rules and regulations (e.g., Reg NMS, Reg SHO, etc.). Instinct X can use consolidated market data from the securities information processor ("SIP") for one or more national securities exchange should there be an issue (e.g., stale quotes, crossed quotes, etc.) identified with any proprietary market data feed or to interpret any condition disseminated by the marketplace (e.g. Limit Up/Limit Down bands).