TMX Alpha US ATS

amendment_reason

TSX Alpha U.S., Inc. is filing this Updating Amendment to: (1) Amend Part II, Item 6.a to reflect the broker-dealer operator's new Chief Compliance Officer ("CCO") is a Shared Employee, as that term is defined in this section. (2) Amend Part II, Item 6.b to remove reference to Oyster Consulting, LLC ("Oyster"), as a consultant of the broker-dealer operator. Oyster previously provided the broker-dealer operator with an outsourced CCO. (3) Amend Part II, Item 7.a to remove a reference to consultants. (4) Amend Part II, Item 7.d to reflect that the new CCO is an employee of the broker-dealer operator and not a consultant, as well as to note thatt he new CCO will have access to all Confidential Trading Information. (5) Amend Exhibit 1 to remove the former outsourced CCO, and add the name and CRD number of the new CCO. This Updating Amendment applies to the broker-dealer operator and all Participants of the ATS.

amendment_reason

TSX Alpha U.S., Inc. is filing this Updating Amendment to: (1) Amend Part I, Item 6 to reflect the updated URL for TSX Alpha U.S., Inc.'s website. (2) Amend Part II, Item 6.a to update the additional service provided by VettaFi, LLC under its intercompany agreement with TSX Alpha U.S., Inc. (3) Amend Part III, Item 26 to change the radio button to "yes" indicating that TSX Alpha U.S., Inc. does publish or otherwise provide to one or more Participants aggregate platform-wide order flow and execution statistics that are not otherwise required disclosure under Rule 605 of Regulation NMS. This Updating Amendment applies to the broker-dealer operator and all Participants of the ATS.

order_types

AlphaX US offers trading in all Regulation NMS common stock, exchange-traded funds ("ETFs") and American depository receipts ("ADRs"). AlphaX US allows Participants to place firm orders. In addition to firm orders, AlphaX US allows Participants to submit conditional orders. AlphaX US executes the orders according to Participant specifications and order priority rules. Order Types AlphaX US maintains a dark batch auction order book, which has the following order types: Market Orders: Market Orders are orders to buy or sell a stated amount of a security that is to be executed at or in between the National Best Bid and Offer (the "NBBO") in the matching process (the "Match Event"). Limit Orders: Limit Orders are orders to buy or sell a stated amount of a security at a specified price or better that are to be executed in the Match Event. Peg Orders: Peg order prices change dynamically with the market until their specified durations are met, the orders are filled, or their limit prices are reached. 1. Midpoint Peg Orders: Midpoint Peg Orders are orders to buy or sell a stated amount of a security that are to be executed only at the midpoint price of the NBBO or better in the Match Event. AlphaX US accepts Midpoint Peg Orders with or without a limit price, and Midpoint Peg Orders are eligible to match with all order types, in order to provide the opportunity for price improvement. 2.Primary Peg Orders: Primary Peg Orders are orders to buy at the NBB, or sell at the NBO, a stated amount of a security that is to be executed only at the primary peg in the Match Event. Orders may be submitted with or without a limit price. Participants also have the option to implement an offset to the primary price for this order type. 3. Marketable Peg Orders: Marketable Peg Orders are orders to buy at or below the NBO, or sell at or above the NBB, a stated amount of a security that is to be executed in the Match Event. Orders may be submitted with or without a limit price. Participants also have the option to implement an offset to the NBBO for this order type. AlphaX US does not offer post-only orders or price sliding orders. Conditional Orders Conditional orders are instructions to AlphaX US that Participants want to interact with the order book on a conditional basis. Conditional orders never execute. Instead, when conditional orders would otherwise match with contra party orders, the conditional orders are canceled by AlphaX US, and invitations are sent to the originating Participants, inviting them to send firm-up response orders. Participants who send firm orders can choose not to interact with conditional orders on an order-by-order basis through their FIX or BIN connection. The default setting is for firm orders to interact with conditional orders. Please refer to Part III, Item 9.a for more details on the handling of conditional orders. Order Instructions AlphaX US accepts orders with time-in-force ("TIF") instructions of Day or Immediate or Cancel ("IOC"). An IOC is automatically converted to an Auction or Cancel ("AOC") TIF upon receipt by AlphaX US. Further details are as follows: 1. Day is the default TIF instruction. Day orders are held by AlphaX US on its order book from the time of receipt until the end of Regular Trading Hours or such time that a "cancel" instruction is sent by the Participant, whichever comes first. If unfulfilled by the end of Regular Trading Hours, Day orders are automatically canceled, and any Participant who submitted a Day order is notified through the system. 2.AOC orders (i.e., orders sent with the IOC tag) are held until the completion of the next Match Event, and if unexecuted, are automatically canceled. AOC orders may be submitted with or without a limit price. AOC orders are only eligible for firm orders and cannot be used for conditional orders. Minimum Execution Quantity AlphaX US offers a minimum quantity modifier for order execution. The minimum quantity modifier allows a Participant to request a minimum share amount on an order execution, such that if the available liquidity is below the minimum quantity amount, the order will not execute. AlphaX US does not combine contra-orders to meet a minimum execution quantity. Routing AlphaX US does not support the routing of orders to any other venue. Message Priority Incoming orders and related messages are processed in the order in which they are received by AlphaX US. Match Priority An order's match priority is based on price and the time at which such order is received relative to other orders. Each order receives a sequence number on arrival, based on order of arrival into AlphaX US, which is used to determine time priority. Matching priority is constrained by PP (which are counterparty selection and minimum execution quantity). Matching instructions are specified in accordance with the FIX and BIN protocols described above in Part III, Item 5.a, and defined by industry standard FIX tags and agreed upon BIN tags defined for these matching instructions. Orders received by AlphaX US during the Pre-Market Order Acceptance Period are given a sequence number on arrival and will sit in the order book until Regular Trading Hours and then are matched pursuant to the matching priority of price/time, constrained by PP (as described in the paragraph above). The time priority is determined by the sequence number assigned to an order at the time of its receipt by AlphaX US. Orders submitted to AlphaX US outside the Regular Trading Hours and the Pre-Market Order Acceptance Period are not accepted. For all eligible securities, AlphaX US only executes if Limit-Up-Limit-Down ("LULD") bands are present, and the effective price of a potential match is not constrained by a LULD band. Order Amendment An open order may be amended by a Participant as long as the amendment is received by AlphaX US before a Match Event occurs. If an order amendment is received during a Match Event and there is still an open order at the conclusion of the Match Event, the amendment will be processed at the conclusion of the Match Event. If the order has been filled during the Match Event and no open order remains, the amendment will be rejected at the end of the Match Event. Order amendments are processed in the order in which they are received by AlphaX US and assigned a sequence number. Amendments of existing order size only keep their original sequence number for purposes of time priority if the change is a decrease in the order size. If the order size is increased, the price is altered in any way, or any other change is made, the sequence number is updated to the next sequence number for a new order, and the new sequence number is used for ranking priority. Order Cancellation An open order may be canceled by a Participant to the extent the cancellation order is received and processed by AlphaX US before a Match Event occurs. If an order cancellation is received during a Match Event and there is still an open order at the conclusion of the Match Event, the cancellation will be processed at the conclusion of the Match Event. If the order has been filled during the Match Event and no open order remains, the cancellation will be rejected at the end of the Match Event. A cancellation order cancels all remaining open quantities on the open order. Cancellation orders are processed in the order in which they are received by AlphaX US.

compliance_officer

Only FINRA registered broker-dealers are Participants to AlphaX US. The Confidential Trading Information of all Participants is maintained in electronic form and protected by password entry. Confidential Trading information "Confidential Trading Information" means (1) any real-time information regarding a Participant's orders, executions, and/or routing preferences; and (2) a Participant's post-trade order and execution metrics or statistics, and/or routing preferences. Confidential Trading Information may be available in real-time (via the AlphaX US system directly) or post-trade (via other systems/tools or stored data) or both. Pursuant to Affiliate Intercompany Services Agreements, Shared Employees are authorized to access real-time and post-trade Confidential Trading Information when it is necessary to support AlphaX US, including in the following instances: 1) Market operations; 2) Platform metrics and analytics; 3) Business and technological development and support; 4) System testing; and 5) Regulatory reviews, testing, investigations, surveillances, and reporting. TSX Alpha U.S., Inc. strictly limits access to live AlphaX US production networks, databases, servers, applications, and data to those employees and Shared Employees who must have such access to perform their jobs, and further limits access only to the items necessary for their function. Secured access is maintained both physically and non-physically, as described below. Physical Access Restrictions to Confidential Trading Information Shared Employees and Consultants responsible for the daily operation of AlphaX US, and who have access to the AlphaX US order book, are largely in separate physical locations from TSX Alpha U.S., Inc. employees. There are also physical information barriers in place to separate AlphaX US from Affiliate systems. Servers and related infrastructure are located at Equinix NY5, and physical access to NY5 is limited to key personnel. Access to the building is granted to individuals with valid government issued photo identification. NY5 is subject to high security standards, including video surveillance and 24x7 security. In addition, access to the cages where the servers and related infrastructure operated by TSX Alpha U.S., Inc. are located can only be accessed by keycard and palm print authorization. Physical access to the TSX Alpha U.S., Inc. offices is also restricted by keycard access. Non-Physical Access Restrictions to Confidential Trading Information Non-physical access to servers / desktops / laptops requires multi-factor authentication including passwords and authentication applications. All passwords must be actively maintained, and must follow password complexity and password aging rules. Failure to maintain an active password results in an inability to access the servers and related infrastructure via non-physical access. In addition to the use of multi-factor authentication, the servers and files accessible by Shared Employees are further restricted by each Shared Employee's credentials, and access is granted only to information needed to perform their specific services pursuant to the applicable Affiliate agreement. TSX Alpha U.S., Inc. utilizes electronic file storage systems for business records, documents, and Confidential Trading Information. Based upon the use case, the storage system may be cloud based, local, or a hybrid. Access to the files is limited to employees and Shared Employees who are authorized to view the Confidential Trading Information, and only to the extent that such access is necessary to the provision of services. TSX Alpha U.S., Inc. provides post-trade Confidential Trading Information to certain third-party vendors to aid it in the operation of its business, including in respect of clearing and settlement, trade surveillance, and trade reporting. All third-party vendors with access to Confidential Trading Information are subject to a risk due diligence process. Please refer to Part II, Item 7.a for additional information on third-party vendors. Personal Trading Accounts Employees are required to provide notification of outside brokerage accounts within 30 days of employment. Employees are also required to provide their account statements and trade notifications periodically. TSX Alpha U.S., Inc.'s Written Supervisory Procedures ("WSPs") set out policies and procedures regarding the required approvals related to employee trading accounts, as well as the prohibition from trading with material non-public information. The CCO conducts periodic reviews of employee accounts to ensure compliance with the WSPs regarding personal securities transactions. Annual certifications are also required as a reminder of, and to reinforce, these WSPs. Periodic Training All employees of TSX Alpha U.S., Inc. and all Shared Employees must complete training, on an annual basis, related to cybersecurity awareness, conflicts of interest, and confidentiality. In addition, TMX Group Limited, the ultimate parent company of TSX Alpha U.S., Inc., also operates a continuous, organization-wide security awareness program that includes regular testing related to phishing and social engineering. Periodic Review of Access Only those persons who are so authorized may have access to records that contain sensitive data, or could compromise the confidentiality of a Participant. Any individual added or removed from access to Confidential Trading Information must be approved by a Registered Principal of TSX Alpha U.S., Inc. A review of individuals with access will then be performed by a Registered Principal at least every six months and adjusted as necessary. Passwords are required to be changed periodically, and are disabled for terminated individuals and those no longer requiring access to AlphaX US. Computer systems for TSX Alpha U.S., Inc. are protected by endpoint detection and response and anti-virus software, and laptop hard drives and USB drives are encrypted. Third-Party Vendor Agreements As noted in Part II, Item 6.a, TSX Alpha U.S., Inc. has Intercompany Services Agreements in place with TSX US Inc., TSX Inc., and VettaFi LLC, and a Software License Agreement with Montreal Exchange, Inc. As noted in Part II, Item 6.a., TSX Alpha U.S., Inc. also has agreements in place with third-party vendors offering services to AlphaX US. All of these agreements include confidentiality provisions that protect Confidential Trading Information from potential misuse by Shared Employees and third-party vendors. Furthermore, Confidential Trading Information is not accessible by other systems except for the legitimate business purposes related to AlphaX US. Shared Employees and third-party vendors may only access AlphaX US and Confidential Trading Information when strictly necessary to fulfill the terms of their applicable Affiliate and vendor agreements.