LIQUIDNET EUROPE LIMITED (LIQUIDNET) LIQUIDNET H2O EUROPE PARTICIPATION RULES

As of 1/2/2010

1. Glossary 1.1. Glossary Term Meaning

Competent Authority

means the authority designated by each member state of the EEA in accordance with Article 48 of MiFID. means a document describing the manner of operation of the Liquidnet Trading System in connection with orders routed by SLP Participants to Liquidnet H2O Europe, provided to Participants by Liquidnet from time to time. means the European Economic Area. means an order, submitted to Liquidnet H2O Europe in error as to price, quantity, currency, side or symbol. Errors which are detected by the Liquidnet systems will result in the automatic rejection of the Erroneous Order and the generation of a reject message to the Participant by Liquidnet. means the execution of an order, entered in error (in terms of price, quantity, currency, side or symbol) at a price substantially away from, or inconsistent with, the prevailing market price for that security at the time of execution. means the Financial Services Authority of the United Kingdom. means the FSA Handbook of Rules and Guidance as amended from time to time. means the Financial Services and Markets Act 2000 of the United Kingdom (U.K.) as amended from time to time.

Description for Routing Firms

EEA Erroneous Order

Erroneous Trade

FSA FSA Rules

FSMA

General Clearing Member/GCM

means an entity, recognised by the MCF, appointed by an SLP Participant to perform post-execution services on behalf of the SLP Participant. means the incumbent individual responsible for the legal and compliance functions for Liquidnet. means an entity, recognised by the MCF, which perform postexecution services on behalf of an SLP Participant. means Liquidnet Europe Limited, a U.K. investment firm authorised and regulated by the FSA and the MTFs it is authorised by the FSA to operate. means the multilateral trading facility operated by Liquidnet in accordance with these Rules. means the management of Liquidnet. means the MTF operated by Liquidnet for negotiated trades. means a participant in the Liquidnet H2O Europe MTF as set forth in Section 4 that accesses the Liquidnet H2O Europe MTF through a desktop application provided by Liquidnet to the participant. means a client of the Liquidnet trading desk as set forth in Section 5 that accesses the Liquidnet H2O Europe MTF through the Liquidnet trading desk. means the Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC). means the mid-point between the highest displayed bid price and lowest displayed ask price in the applicable jurisdiction at the time of execution. Liquidnet determines the best bid and best ask by reference to the market data feed provided by Liquidnets market data provider for the applicable jurisdiction. In the Liquidnet H2O Europe MTF, Liquidnet refers to the Primary Market for determining the highest bid and lowest ask. If the spread and/or derived Mid-Price is negative (i.e., the best bid is higher than the best ask), the Liquidnet H2O Europe MTF will not execute the order.

General Counsel

Individual Clearing Member/ICM

Liquidnet

Liquidnet H2O Europe MTF

Liquidnet Management Liquidnet Europe Negotiation MTF Liquidnet Member Participant

Liquidnet Trading Desk Client Participant

Market Abuse Directive

Mid-Price

MiFID

means the European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC) and Commission Regulation (EC) 1287/2006 implementing

Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive and Commission Directive No. 2006/73/EC implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. MTF means a Multilateral Trading Facility as defined in article 4(1)(15) of MiFID. means an entity appointed by Liquidnet or a SLP Participant to provide post-execution services. means an SLP Participant IOC Order or Liquidnet Member Participant Supernatural order or Liquidnet Trading Desk Client Participant Supernatural order. means a Participant in the Liquidnet H2O Europe MTF and includes SLP Participants, Liquidnet Member Participants and Liquidnet Trading Desk Client Participants. means any notice published or disseminated by Liquidnet Management to Participants from time to time. means the market on which Liquidnet Management determines a Security has its primary listing. means the levy determined by and payable to the Panel on Takeovers and Mergers. means a suspension of trading, in a Security, on a Primary Market for regulatory reasons. means these Rules as amended from time to time. means a Security eligible for trading on Liquidnet H2O Europe in accordance with rule 11.1.1. means the routing agreement entered into by SLP Participants and Liquidnet that, along with these Rules, governs SLP Participants access to and use of the Liquidnet H2O Europe MTF. means a Streaming Liquidity Participant in the Liquidnet H2O Europe MTF (also known as a Streaming Liquidity Partner) authorised and admitted in accordance with section 3 of these Rules. An SLP Participant can be a securities dealer, operator of

Multilateral Clearing Facility/MCF

order

Participant

Participant Notice

Primary Market

PTM Levy

Regulatory Suspension of Trading Rules Security

SLP Agreement

SLP Participant

an MTF or a Regulated Market. An SLP Participant is not a client of Liquidnet as defined by FSA rules and MiFID requirements, and Liquidnet will not have any of the responsibilities or obligations to an SLP Participant that are owed to, or arise out of transactions for, a client under FSA rules, MiFID and any other applicable rules and requirements. SLP Participant IOC Order means any order submitted by an SLP Participant to the Liquidnet H2O Europe MTF which must specify the security, side (buy or sell) and quantity. SLP Participant IOC Orders are not displayed. SLP Participant IOC Orders are IOC (immediate or cancel). Statement of Authority means a statement by a GCM or an ICM to an MCF stating that it authorizes a specified SLP Participant to conclude trades on Liquidnet for which the GCM has accepted responsibility means an order created by a Liquidnet Member Participant through the Liquidnet desktop application or an order created by the Liquidnet trading desk (on behalf of a Liquidnet Trading Desk Client Participant) that can access the Liquidnet Europe Negotiation MTF, the Liquidnet H2O Europe MTF and external venues.

Supernatural order

2. General 2.1. The Liquidnet H2O Europe MTF is an MTF operated by Liquidnet, an investment firm authorised and regulated by the FSA, and will comply with all applicable rules, including the Rules, and regulations without notice to Participants. 2.2. The Liquidnet H2O Europe MTF is not available for the primary listing of Securities. 2.3. These Rules are governed by, and shall be construed in accordance with, the laws of England and Wales. 3. Participation 3.1 Participation in the Liquidnet H2O Europe MTF is at the discretion of Liquidnet and is open to prospective Participants who meet the Eligibility Criteria and who meet the requirements applicable to them as set forth separately below for SLP Participants, Liquidnet Member Participants and Liquidnet Trading Desk Client Participants. 4. Eligibility Criteria 4.1 Participants in the Liquidnet H2O Europe MTF must:

(i)

be EEA regulated investment firms or other organisations who are fit and proper and who demonstrate to Liquidnet that they are suitable for admission;

(ii) (iii)

have a sufficient level of trading ability and competence; have adequate organisational arrangements and satisfy any technical requirements determined by Liquidnet; and have sufficient resources to satisfy their settlement obligations.

(iv)

5. Participation in the Liquidnet H2O Europe MTF by SLP Participants Authorisation and Admission 5.1. All SLP Participants will have access to the same functionality, services and fee structure (if any) on the Liquidnet H2O Europe MTF. 5.2. Routing firms who wish to participate as SLP Participants in the Liquidnet H2O Europe MTF shall: (i) (ii) (iii) complete and sign an SLP Agreement with Liquidnet; provide any additional information as required by Liquidnet; agree that these Rules are binding on them and that they may be changed at the discretion of Liquidnet; and satisfy any technical requirements determined by Liquidnet.

(iv)

5.3. Routing firms who wish to participate as SLP Participants in the Liquidnet Europe MTF shall satisfy one of the following criteria in relation to their clearing and settlement arrangements: (i) the SLP Participant has a relationship with a GCM that has interoperability with Liquidnets MCF and shall provide a Statement of Authority to Liquidnets MCF; the SLP Participant is itself an ICM that has interoperability with Liquidnets MCF and shall provide a Statement of Authority to Liquidnets MCF; the SLP Participant has appointed its own MCF or Liquidnets MCF to provide post-execution services; or with the prior consent of Liquidnet, traditional broker-to-broker clearing and settlement arrangements have been put in place.

(ii)

(iii)

(iv)

5.4. Participation as a SLP Participant of Liquidnet H2O Europe MTF shall become effective on such date and at such times as Liquidnet may specify upon satisfactory fulfillment of the items listed above. SLP Participant Continuing Responsibilities
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5.5. SLP Participants will be responsible for all SLP Participant IOC Orders and actions taken on the Liquidnet H2O Europe MTF by its officers, employees and agents. 5.6. An SLP Participant must at all times have adequate internal procedures and controls and must have adequate execution, order management and settlement arrangements in place. 5.7. If required by FSA or other rules or regulations, an SLP Participant must have voice recording arrangements in place and must comply with applicable record retention requirements in relation thereto. 5.8. All SLP Participants are responsible for ensuring adequate training, experience, knowledge and supervision of any persons who submit SLP Participant IOC Orders on behalf of the SLP Participant. 5.9. SLP Participants are responsible for retaining records of all orders entered into on the Liquidnet H2O Europe MTF for a minimum of 5 years. Any such record must be capable of being produced for inspection on demand in legible form. 5.10. SLP Participants will be bound by these Rules and by any decision of Liquidnet Management made pursuant to these Rules. Settlement by SLP Participants 5.11. A SLP Participant must, in respect of transactions executed on Liquidnet, settle all obligations in accordance with the rules of the MCF and in accordance with the rules and customs of the relevant settlement system, pursuant to any procedures established by the MCF. 5.12. Where the SLP Participant is acting as agent for another party, and failure to deliver securities and/or cash is the fault of the third party, the participant will be bound as principal with the counterparties to the transaction or must have arrangements with an MCF or other third party that will be bound as principal with the counterparties to the transaction. 5.13. The settlement due date for all transactions guaranteed by an MCF and executed on Liquidnet mirrors the settlement due date for transactions executed on the Primary Market. 5.14. An SLP Participant shall ensure that Securities delivered in settlement of a transaction are free of any charge or encumbrance. 5.15. Liquidnet may postpone or extend a settlement period for all transactions or for transactions in specified Securities affected on a given day, indefinitely or for a specified period. Liquidnet will provide prior notice to SLP Participants of any such postponement or extension of a settlement period. 5.16. Unless otherwise agreed, a transaction in any European security shall be settled in the standard place of settlement for that security. 5.17. Liquidnet is not responsible for and shall not be liable for the default of any SLP Participant or its client on any trade.
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5.18. In case of settlement default by a SLP Participant or its client, in each case that is a member of an MCF, the rules and procedures of the MCF used shall be followed. In case of settlement default by a SLP Participant or its client, in each case that is not a member of an MCF, the rules and procedures of the entity appointed by Liquidnet to provide post-execution services to Liquidnet shall be followed. Notification requirements for SLP Participants 5.19. SLP Participants must notify Liquidnet Management as soon as practically possible to the address set forth for Liquidnet in the SLP Agreement on the occurrence of any of the following: (i) a change in the SLP Participants name, contact details or legal status five (5) business days in advance of any change taking effect; a change of control of the SLP Participant within the meaning given under FSMA within five (5) days of becoming aware; a material change or intervention regarding the SLP Participant such as enforcement action by a Competent Authority or litigation to the extent that it affects the ability of the SLP Participant to comply with these Rules. insolvency of the SLP Participant immediately upon becoming aware; a loss of connectivity, or other technical issues which might affect the SLP Participants ability to comply with these Rules, to Liquidnet promptly upon becoming aware; or a material breach of these Rules upon becoming aware thereof. a change in the list of individuals that are authorised to act on behalf of the SLP Participant.

(ii)

(iii)

(iv) (v)

(vi) (vii)

6. Participation in the Liquidnet H2O Europe MTF by Liquidnet Member Participants 6.1. Liquidnet Member Participants in the Liquidnet H2O Europe MTF shall have met the requirements for Liquidnet membership and shall have signed a Subscriber Agreement with Liquidnet which agreement sets forth, inter alia, their obligations in relation to trade orders and settlement of trades, required notifications to Liquidnet and other continuing obligations. 6.2. Liquidnet Member Participants agree to be bound by the Liquidnet Trading Rules which apply to all member orders and trades executed on the Liquidnet Negotiation MTF and the Liquidnet H2O Europe MTF. The Liquidnet Trading Rules include and incorporate the relevant provisions in these Rules for orders executed in the Liquidnet H2O Europe MTF (see Section 14 below). 6.3. Liquidnet Member Participants in the Liquidnet H2O Europe MTF will also be subject to these Rules for their trades executed on the Liquidnet H2O Europe MTF, to the extent applicable to Liquidnet Member Participants.
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7. Participation in the Liquidnet H2O Europe MTF by Liquidnet Trading Desk Client Participants 7.1. Liquidnet Trading Desk Client Participants in the Liquidnet H2O Europe MTF shall have met the requirements for acceptance as a Liquidnet client and are subject to the Liquidnet European Trading Desk Terms of Business which set forth, inter alia, their obligations in relation to trade orders and settlement of trades, required notifications to Liquidnet and other continuing obligations. 7.2. Liquidnet Trading Desk Client Participants in the Liquidnet H2O Europe MTF will be subject to these Rules for their trades executed on the Liquidnet H2O Europe MTF, to the extent applicable to Liquidnet Trading Desk Client Participants.

8. Suspension or Termination of Participation 8.1. A Participant may terminate its participation in the Liquidnet H2O Europe MTF as set forth in the applicable agreement or documentation for the Participant: 8.1.1. 8.1.2. 8.1.3. SLP Agreement for SLP Participants; Subscriber Agreement for Liquidnet Member Participants; Liquidnet European Trading Desk Terms of Business for Liquidnet Trading Desk Client Participants.

8.2. Liquidnet may suspend or terminate a Participants participation in the Liquidnet H2O Europe MTF as set forth in the applicable agreement or documentation for the Participant (see Section 8.1 above). 8.3. If at any time a Participant does not comply with these Rules, Liquidnet may suspend, restrict or terminate that Participants access to the Liquidnet H2O Europe MTF. 8.4. Continuing Obligations 8.4.1. A Participant shall continue to be bound by these Rules with respect to all activity in the Liquidnet H2O Europe MTF until the latest of: (i) (ii) (iii) the date it ceases to be a Participant; the date on which all trades by the Participant in the Liquidnet H2O Europe MTF are settled and completed; and the date on which any outstanding charges or other sums due relating to the Participants activity in the Liquidnet H2O Europe MTF have been settled.

9. Payment of Fees and Taxes 9.1. Fees and Charges 9.1.1. Participants shall pay to Liquidnet any applicable charges, fees and any other costs due in accordance with these Rules or as set forth in the applicable agreement or
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documentation for that Participant. Liquidnet shall issue a Participant Notice in the event of any changes to the charges, fees or other costs. 9.1.2. Participants shall be liable for the payment of any applicable taxes arising from the trading of securities in the Liquidnet H2O Europe MTF, including but not limited to stamp duty reserve tax. 9.1.3. It is the obligation of the Participant to determine whether taxes arise from the trading of Securities in the Liquidnet H2O Europe MTF, and to apply for any exemptions from such taxes. 10. Conduct Rules/Prohibited Practices 10.1. Participants must not, in respect of any of their business on the Liquidnet H2O Europe MTF: (i) commit any act or engage in any course of conduct which creates or is likely to create a false or misleading impression as to the market in, or the price, supply, or value of, any Security; cause or enter into any artificial transaction; do or engage in any act or course of conduct which is likely to harm the integrity or fairness of Liquidnet; commit any act or engage in any course of conduct which will or is likely to bring Liquidnet or the Liquidnet H2O Europe MTF into disrepute; do or engage in any conduct which is in breach of the Market Abuse Directive or any other rules of the FSA or other regulatory body; or breach these Rules or cause or contribute to a breach of these Rules by any other Participant.

(ii) (iii)

(iv)

(v)

(v)

11. Substantial Shareholding 11.1. Where there is a requirement under applicable law to notify any person or entity as to the existence of a substantial shareholding, Participants must ensure compliance with this obligation. Notification to Liquidnet will not discharge any obligations under the substantial shareholding rules or any similar requirement.

12. PTM Levy 12.1. A Participant will ensure payment of the PTM Levy by it or its clients to the Panel on Takeovers and Mergers in relation to trades undertaken on Liquidnet for Securities of companies incorporated in the United Kingdom, the Channel Islands or the Isle of Man. 12.2. Liquidnet supports the Panel on Takeovers and Mergers and reminds Participants that a qualifying trade in a qualifying security, whether traded on or off any exchange or platform, is subject to the PTM levy.
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12.3. It is the Participants responsibility to determine whether the PTM Levy is applicable and the amount payable under the PTM Levy, and to direct any questions in this regard to the Panel on Takeovers and Mergers http://www.thetakeoverpanel.org.uk. 13. Securities traded on Liquidnet 13.1. Securities eligible for trading on Liquidnet 13.1.1. Liquidnet Management will determine in its absolute discretion which Securities are eligible for trading on Liquidnet. 13.1.2. Securities admitted to trading will be securities admitted to trade on a regulated market in the EEA, or such other market where Liquidnet is authorised to offer the Liquidnet H2O Europe MTF. 13.2. Corporate actions 13.2.1. Participants are required to obtain information relating to corporate actions affecting the Securities which they trade and must ensure that such a Security is accurately priced in respect of the corporate action. 13.2.2. Liquidnet will take no responsibility for marking a Security as ex or cum a benefit on the Liquidnet H2O Europe MTF. 14. Liquidnet H2O Europe Trading, Settlement and Reporting Process 14.1. Trading calendar and hours of operation 14.1.1. The hours of operation of Liquidnet vary based on the published market hours in the jurisdiction of the Security traded and will be decided by Liquidnet Management and communicated to Participants by Participant Notice. 14.2. SLP Participant IOC Orders 14.2.1. SLP Participant IOC Orders are IOC (immediate or cancel).

14.2.2. For each SLP Participant IOC Order, the SLP Participant must specify the security, side (buy or sell) and quantity. 14.2.3. SLP Participants also can specify the limit price (referred to as a price constraint). If no limit price is specified (i.e., a market order), the Liquidnet H2O Europe MTF imputes the following price constraint: (i) current best bid (in the case of a sell order) (ii) current best ask (in the case of a buy order). 14.2.4. Liquidnet provides SLP Participants a real-time data feed of Liquidnet Member Participant and Liquidnet Trading Desk Client Participant orders in the Liquidnet H2O Europe MTF. The Liquidnet data feed includes a ticker symbol, side (buy or sell) and size (subject to masking at certain quantity levels) with respect to each order notification. These notifications are not displayed. SLP Participants are allowed only
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to incorporate the order notifications into their non-displayed internal routing montages and route orders to the Liquidnet H2O Europe MTF based on their internal algorithms. 14.3. Execution of SLP Participant IOC Orders 14.3.1. An SLP Participant IOC Order can only execute against a Liquidnet Member Participant Supernatural order or Liquidnet Trading Desk Client Supernatural order in the Liquidnet H2O Europe MTF. 14.3.2. An SLP Participant IOC Order executes at the Mid-Price, but execution only occurs if the execution price is within the price constraints of the SLP Participants IOC Order and the Liquidnet Member Participant Supernatural order or Liquidnet Trading Desk Client Participant Supernatural order. 14.3.3. The Liquidnet H2O Europe MTF only executes orders in round lots according to the Primary Market requirements for the Security. 14.3.4. The quantity of any execution is the lesser of the quantity of the SLP Participant IOC Order and the quantity of the opposite-side Liquidnet Member Participant or Liquidnet Trading Desk Client Participant Supernatural order in the Liquidnet H2O Europe MTF (but rounded down to the highest round lot, where applicable). 14.3.5. The Liquidnet H2O Europe MTF will not execute an order until the market has opened and a Mid-Price is available and/or derived. 14.4. Regulatory Suspensions of trading 14.4.1. In the event that there is a Regulatory Suspension of Trading in relation to a Security, Liquidnet Management will suspend trading in that Security and orders will be rejected with an appropriate error message. 14.4.2. Liquidnet Management will comply with any instruction made by a Competent Authority to suspend or remove a Security from trading. 14.5. Order Routing and Direct Market Access 14.5.1. SLP Participants are responsible for all obligations arising from a Participant IOC Order submitted to Liquidnet in the SLP Participants name regardless of the origin of the SLP Participant IOC Order. Obligations in relation to settlement are the responsibility of the SLP Participant or MCF or other third party appointed by the SLP Participant to undertake those obligations in relation to the transaction. 14.6. Cancelling trades and Orders 14.6.1. Liquidnet Management, acting with due skill care and diligence, has discretion to cancel an Erroneous Trade (as defined in the Glossary), or delete an Erroneous Order (as defined in the Glossary). 14.6.2. Liquidnet Management shall also have the discretion to refuse to accept an order, or if an order has been accepted shall have the right to cancel the order or trade, if Liquidnet
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Management believes that the order is manipulative, deceptive or fraudulent or that such action is necessary in order to preserve the orderliness and integrity of the market and the Liquidnet H2O Europe MTF. 14.6.3. If an order appears to be an Erroneous Order in the opinion of Liquidnet Management, Liquidnet Management may contact the relevant Participant to ensure the validity of the Participant IOC Order. 14.6.3.1. Liquidnet Management may consider the following in determining whether an order or a trade is an Erroneous Order or Erroneous Trade: (i) Discussions with the relevant parties (ii) Analysis of market data (iii) Analysis of market events (iv) A percentage price movement away from the price of the last trade of the security on an MTF of above 5%. 14.6.4. Erroneous Orders that are automatically rejected by Liquidnets systems due to errors in price, quantity, currency, side or symbol will automatically generate a rejection message to the Participant. For any other Erroneous Order or Erroneous Trade as defined and described herein, Liquidnet Management will promptly inform a Participant of its determination to cancel an order or trade by contact to the Participant by telephone with an electronic mail confirmation. 14.6.5. An execution or cancellation of an order is deemed effective when it is received, processed and recorded by the Liquidnet back-end software, and is not effective until such time. The effectiveness of an execution or a cancellation depends on which event is first received, processed and recorded by the Liquidnet back-end software. 14.6.6. Additionally, a Participant may submit a request to cancel a trade before 16:45 trade day, by telephone to Liquidnet Management +44 (0) 20 7614 1610 with a confirmation by electronic mail of the request to TradeBreak-London@liquidnet.com. 14.6.6.1. On receipt of the request, Liquidnet Management will contact the parties to the transaction(s) and communicate the request that the trade be deemed an error and therefore be canceled. 14.6.6.2. The parties to the transaction(s) are under no obligation to agree to cancel the trade cancellation request. If the parties do not agree to the trade cancellation, the Participant initiating the request will be informed and the trade(s) will stand. 14.6.6.3. If the parties agree to the trade cancellation, Liquidnet Management will inform the Participant initiating the request and will facilitate the cancellation of the trade(s). Emergency powers

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14.6.7. Liquidnet Management may suspend all trading on Liquidnet or impose conditions on trading on Liquidnet, as notified to Participants by a Participant Notice when it considers this necessary to maintain the integrity of the market or the fair and orderly trading on Liquidnet. 14.7. Trade reporting 14.7.1. Upon the conclusion of a trade on the Liquidnet H2O Europe MTF, Liquidnet will distribute information that will constitute a trade report for the purposes of FSA rules and the requirements of MiFID. Participants must not report trades concluded on the Liquidnet H2O Europe MTF in satisfaction of any FSA rules or MiFID requirements. 14.8. Transaction reporting 14.8.1. Liquidnet will not file transaction reports on behalf of SLP Participants or their clients, members or participants. SLP Participants are not required to submit transaction reports to Liquidnet. SLP Participants must however comply with all applicable transaction reporting FSA rules and MiFID requirements. 14.8.2. Liquidnet will file transaction reports on behalf of Liquidnet Member Participants and Liquidnet Trading Desk Client Participants for their trades executed in the Liquidnet H2O Europe MTF. 15. Monitoring and compliance 15.1. Monitoring of compliance 15.1.1. Liquidnet Management will have systems in place to monitor compliance with the Rules, disorderly trading conditions and conduct that may involve market abuse. 15.2. Co-operation with the FSA 15.2.1. Liquidnet Management will report to the FSA any significant breaches of the Rules, disorderly trading conditions and conduct that may involve market abuse. 15.2.2. Liquidnet Management will supply information to the FSA as required. 15.2.3. Liquidnet Management will assist the FSA (or other Competent Authority) in any investigation of market abuse. 15.2.4. Participants must cooperate with Liquidnet Management and the FSA in any investigation conducted in relation to trading on Liquidnet. 15.2.5. Liquidnet Management has the power to do all things necessary to comply with relevant laws or the request of the FSA or other Competent Authority. 16. Changing the Rules 16.1. Power to change the Rules
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16.1.1. Liquidnet Management may, in its absolute discretion, amend the Rules upon notice to the Participants (as set forth below). 16.2. Procedure for amendment 16.2.1. The procedure for amending the Rules will be administered by the General Counsel in consultation with Liquidnet Management. 16.2.2. Liquidnet Management will in its discretion decide whether amendments made in an emergency will be repealed once it is no longer necessary for the amendment to be in force. 16.2.3. All amendments will be notified to Participants by Participant Notice as soon as practicable together with an effective date for change.

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