MS POOL (ATS-4)

amendment_reason

This Updating Amendment revises Part III, Item 23(a). The change relates to updating the market data feeds utilized by the ATS when direct feeds are not made available by an exchange. The change in Part III, Item 23(a) applies the same to all subscribers and the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 2(a) and Part III, Items 11(a), 11(c), and 20(a). The changes relate to (1) adding affiliates that have traded in ATS-4; (2) changing the description of when securities may be suspended from trading in the ATS; and (3) revising the granularity of timestamps to microsecond. The changes in Part II, Item 2(a) related to the additional affiliates applies only to the operations of the Broker-Dealer Operator. The changes in Part III, Items 11(a), 11(c), and 20(a) apply the same to all subscribers and the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 2(a). The change relates to the deletion of an entity that is no longer an affiliate of the Broker-Dealer Operator of ATS-4 and the addition of an affiliate who traded in ATS-4. The change in Part II, Item 2(a) related to the affiliate applies only to the operations of the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 2(a). The change relates to the domestication and re-naming of an affiliate that traded in ATS-4 and adding an affiliate that traded in ATS-4. The change in Part II, Item 2(a) related to the additional affiliate applies only to the operations of the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 4(a) and Part III, Item 21(a). The change in Part II, Item 4(a) relates to updating the arrangements with trading centers to delete a broker-dealer operator of an NMS Stock ATS. The change in Part III, Item 21(a) adds an additional trade reporting facility that ATS-4 can utilize. The changes in Part II, Item 4(a) and Part III, Item 21(a) apply the same to all subscribers and the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 2(a). The change relates to adding an affiliate that traded in ATS-4. The change in Part II, Item 2(a) related to the additional affiliate applies only to the operations of the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 1(a). The change relates to the deletion of a business unit who will no longer trade in the ATS. The change in Part II, Item 1(a) related to the business unit applies only to the operations of the Broker-Dealer Operator.

amendment_reason

The response to Part II, Item 6(a) and Item 6(b) has been amended to: (i) correct the scope of employing entities for certain of the listed groups of shared employees with access to confidential trading information and (ii) note the limitations applicable to such shared employees' access to confidential trading information. While this amendment corrects the scope of employing entities of existing groups of shared employees, it does not expand the scope of employees with access to confidential trading information. The change applies to all Subscribers and the broker-dealer operator.

amendment_reason

This Updating Amendment revises Part I, Item 7, Part II, Items 1(a), 2(a), and 6(b), and Part III, Item 6(a). The changes relate to (1) updating the description of fixed income business units that can enter orders in ATS-4; (2) updating the description of and applicable period that affiliates have historically executed orders in ATS-4; and (3) updating disclosures to reflect the fact that ATS-4 no longer maintains a backup location for the ATS matching system. The changes relate to the operations of the Broker-Dealer Operator and (other than the removal of the backup location) do not impact the ATS functionality for the Broker-Dealer Operator or Subscribers.

amendment_reason

This Updating Amendment revises Part II, Item 1a. The change relates to addition of a business unit. The change is to the Broker-Dealer Operator's business and does not impact the ATS functionality for the Broker-Dealer Operator or Subscribers.

ats_name

MS POOL ATS-4

order_types

The response to Part III, Item 11(a) provides additional information regarding the manner in which orders interact in ATS-4 and it may be helpful to review that Item first for applicable background. ATS-4 accepts market and limit orders (including buy, sell, sell short, and sell short exempt orders), which, in each case, may also be designated with a peg instruction. ATS-4 accepts Day orders and IOC orders (as Time in Force attributes), although only smart order routing technology of the Broker-Dealer Operator is permitted to send IOC orders to ATS-4 to seek an immediate match. If liquidity is available in ATS-4 at a price that is at or within the best bid and best offer from markets that display protected quotations as defined in Regulation NMS (the best bid and offer), the Broker-Dealer Operator's smart order routing technology, based on its view of liquidity in ATS-4 (i.e., the full order book), may access such liquidity by sending an IOC order to ATS-4. Subscribers and the Broker-Dealer Operator accessing ATS-4 directly are permitted to enter day orders, but not IOC orders. Participants and the Broker-Dealer Operator's smart order routing technology and algorithmic trading products can designate an order sent to ATS-4 with a minimum fill quantity instruction. ATS-4 does not aggregate multiple contra-side orders to satisfy a minimum fill quantity on a single order. The minimum fill quantity constraint applies to every execution in ATS-4, except where the unexecuted portion of an order is less than the minimum fill quantity, in which case ATS-4 will not cancel the unexecuted quantity and such quantity will remain in ATS-4 for execution. ATS-4 does not support post-only orders. ATS-4 does not route orders to other Trading Centers. ATS-4 employs price/capacity/size/time matching priority, which encourages size and deemphasizes speed (rather than prioritizing time over size). Orders from Participants not classified as professional traders are given priority over both principal orders (as defined below in this section) and orders from Participants classified as professional traders. The price used for determining order priority is the price at or closest to the midpoint at which the order can be executed. An order may be designated with an instruction to be pegged to the near side of the best bid and offer or the midpoint of the best bid and offer. Because orders in ATS-4 cannot be executed at a price higher than the best offer or lower than the best bid, all orders in ATS-4 without a peg instruction are treated as if they were pegged to the far side of the best bid or offer, subject to any applicable limit price. An order pegged to the near side of the best bid and offer that has ever been repriced to a peg price other than its limit price yields time priority to other orders with the same price, capacity, and size. An order that ATS-4 receives from an affiliate of the Broker-Dealer Operator on behalf of that affiliate's client(s) is classified as an agency order. An order that ATS-4 receives from an affiliate trading for the affiliate's own account for the affiliate's client facilitation/market making activity (which the Broker-Dealer Operator handles as agent for its affiliate) yields priority to other agency orders (and is classified as an agency order for counterparty selection/opt-out purposes as described in Part II, Item 3). An order that ATS-4 receives from an affiliate for the affiliate's own account other than for the affiliate's client facilitation/market making activity is deemed a principal order by Morgan Stanley for priority and for counterparty selection/opt-out purposes, notwithstanding that the Broker-Dealer Operator's capacity otherwise would be as agent for its affiliate. An order could lose execution priority to a later arriving order at the same price if the later arriving order ranks higher with respect to other priority factors such as size or capacity. This is because ATS-4 prioritizes size over time and capacity over both size and time. In addition, as described above, an order pegged to the near side of the best bid and offer that has ever been repriced to a peg price other than its limit price yields time priority to other orders with the same price, capacity, and size. An order receives a new time stamp when it enters ATS-4 and when any term of the order is subsequently amended by the party entering it, other than a decrease in quantity/size.

order_types

The response to Part III, Item 11(a) provides additional information regarding the manner in which orders interact in ATS-4 and it may be helpful to review that Item first for applicable background. ATS-4 accepts market and limit orders (including buy, sell, sell short, and sell short exempt orders), which, in each case, may also be designated with a peg instruction. ATS-4 accepts Day orders and IOC orders (as Time in Force attributes), although only smart order routing technology of the Broker-Dealer Operator is permitted to send IOC orders to ATS-4 to seek an immediate match. If liquidity is available in ATS-4 at a price that is at or within the best bid and best offer from markets that display protected quotations as defined in Regulation NMS (the best bid and offer), the Broker-Dealer Operator's smart order routing technology, based on its view of liquidity in ATS-4 (i.e., the full order book), may access such liquidity by sending an IOC order to ATS-4. Subscribers and the Broker-Dealer Operator accessing ATS-4 directly are permitted to enter day orders, but not IOC orders. Participants and the Broker-Dealer Operator's smart order routing technology and algorithmic trading products can designate an order sent to ATS-4 with a minimum fill quantity instruction. ATS-4 does not aggregate multiple contra-side orders to satisfy a minimum fill quantity on a single order. The minimum fill quantity constraint applies to every execution in ATS-4, except where the unexecuted portion of an order is less than the minimum fill quantity, in which case ATS-4 will not cancel the unexecuted quantity and such quantity will remain in ATS-4 for execution. ATS-4 does not support post-only orders. ATS-4 does not route orders to other Trading Centers. ATS-4 employs price/capacity/size/time matching priority, which encourages size and deemphasizes speed (rather than prioritizing time over size). Orders from Participants not classified as professional traders are given priority over both principal orders (as defined below in this section) and orders from Participants classified as professional traders. The price used for determining order priority is the price at or closest to the midpoint at which the order can be executed. An order may be designated with an instruction to be pegged to the near side of the best bid and offer or the midpoint of the best bid and offer. Because orders in ATS-4 cannot be executed at a price higher than the best offer or lower than the best bid, all orders in ATS-4 without a peg instruction are treated as if they were pegged to the far side of the best bid or offer, subject to any applicable limit price. An order pegged to the near side of the best bid and offer that has ever been repriced to a peg price other than its limit price yields time priority to other orders with the same price, capacity, and size. An order that ATS-4 receives from an affiliate of the Broker-Dealer Operator on behalf of that affiliate's client(s) is classified as an agency order. An order that ATS-4 receives from an affiliate trading for the affiliate's own account for the affiliate's client facilitation/market making activity (which the Broker-Dealer Operator handles as agent for its affiliate) yields priority to other agency orders (and is classified as an agency order for counterparty selection/opt-out purposes as described in Part II, Item 3). An order that ATS-4 receives from an affiliate for the affiliate's own account other than for the affiliate's client facilitation/market making activity is deemed a principal order by Morgan Stanley for priority and for counterparty selection/opt-out purposes, notwithstanding that the Broker-Dealer Operator's capacity otherwise would be as agent for its affiliate. An order could lose execution priority to a later arriving order at the same price if the later arriving order ranks higher with respect to other priority factors such as size or capacity. This is because ATS-4 prioritizes size over time and capacity over both size and time. In addition, as described above, an order pegged to the near side of the best bid and offer that has ever been repriced to a peg price other than its limit price yields time priority to other orders with the same price, capacity, and size. An order receives a new time stamp when it enters ATS-4 and when any term of the order is subsequently amended by the party entering it, other than a decrease in quantity/size.

means_of_entry

Participants can enter orders via FIX directly into the trading infrastructure of the Broker-Dealer Operator and such orders are converted to an MS&Co proprietary binary protocol prior to being entered into ATS-4. Participants cannot enter orders via binary. The standard version of FIX offered is FIX 4.2, although the Broker-Dealer Operator continues to support legacy FIX 4.0 and 4.1 sessions. Smart order routing technology (that is, the technology that makes decisions regarding where to route orders among various sources of internal and external liquidity, including ATS-4) and algorithmic trading products of the Broker-Dealer Operator, which are available for use by clients, traders, and sales traders, can enter orders into ATS-4 either via binary or FIX protocol. Orders entered via FIX protocol are converted to the same binary protocol referenced above.

pricing_methodology

ATS-4 uses direct exchange market data feeds (or the SIP feed for any exchange that does not make available a direct exchange market data feed) to determine the best bid and offer from all markets that display protected quotations as defined in Regulation NMS. The best bid and offer is used, in turn, to determine the midpoint or other relevant price for execution in ATS-4. ATS-4 also uses the SIP feed for regulatory purposes (e.g., to determine whether a market is open or closed; whether a security is subject to a trading halt; and whether short sale restrictions are in effect) and for backup purposes. The Broker-Dealer Operator uses the SIP feed as a backup when there is an issue or the perception of an issue with a market's direct feed or with the Broker-Dealer Operator's ability to receive and process the data from such market's feed. The Broker-Dealer Operator makes such determinations on a market-by-market basis.

pricing_methodology

ATS-4 uses direct exchange market data feeds to determine the best bid and offer from all markets that display protected quotations as defined in Regulation NMS. The best bid and offer is used, in turn, to determine the midpoint or other relevant price for execution in ATS-4. ATS-4 uses SIP feeds for regulatory purposes (e.g., to determine whether a market is open or closed; whether a security is subject to a trading halt; and whether short sale restrictions are in effect) and for backup purposes. The Broker-Dealer Operator uses the SIP feed as a backup when there is an issue or the perception of an issue with a market's direct feed or with the Broker-Dealer Operator's ability to receive and process the data from such market's feed. The Broker-Dealer Operator makes such determinations on a market-by-market basis.

pricing_methodology

ATS-4 uses direct exchange market data feeds (or the SIP feed for any exchange that does not make available a direct exchange market data feed) to determine the best bid and offer from all markets that display protected quotations as defined in Regulation NMS. The best bid and offer is used, in turn, to determine the midpoint or other relevant price for execution in ATS-4. ATS-4 also uses the SIP feed for regulatory purposes (e.g., to determine whether a market is open or closed; whether a security is subject to a trading halt; and whether short sale restrictions are in effect) and for backup purposes. The Broker-Dealer Operator uses the SIP feed as a backup when there is an issue or the perception of an issue with a market's direct feed or with the Broker-Dealer Operator's ability to receive and process the data from such market's feed. The Broker-Dealer Operator makes such determinations on a market-by-market basis.

counterparty_selection

As described in response to Item 13(a), the Broker-Dealer Operator permits (i) Participants not classified as professional traders to opt out of interacting with Participants classified as professional traders in ATS-4 and (ii) Participants to opt out of interacting with orders deemed principal in ATS-4, also as described in Part II, Item 3. For clarity, a Participant classified as a professional trader cannot opt out of interacting with other Participants classified as professional traders. In addition, orders may be designated (a) not to interact with certain orders to comply with regulatory requirements (such as requirements under ERISA for applicable accounts relating to principal and agency crosses); (b) not to cross with orders from the same Participant (where crossing may otherwise be permitted); and (c) to execute in an amount not less than a minimum quantity indicated as described in Part III, Item 7(a). Such designations can be made on an order-by-order basis by the Participant or as a default setting for that Participant set by the Broker-Dealer Operator at the Participant's request. Designations that a Participant makes on an order-by-order basis are effective immediately with respect to that order. Designations to change a default setting become effective once the requisite change can be made, which can vary in time.

counterparty_selection

As described in response to Item 13(a), the Broker-Dealer Operator permits (i) Participants not classified as professional traders to opt out of interacting with Participants classified as professional traders in ATS-4 and (ii) Participants to opt out of interacting with orders deemed principal in ATS-4, also as described in Part II, Item 3. For clarity, a Participant classified as a professional trader cannot opt out of interacting with other Participants classified as professional traders. In addition, orders may be designated (a) not to interact with certain orders to comply with regulatory requirements (such as requirements under ERISA for applicable accounts relating to principal and agency crosses); (b) not to cross with orders from the same Participant (where crossing may otherwise be permitted); and (c) to execute in an amount not less than a minimum quantity indicated as described in Part III, Item 7(a). Such designations can be made on an order-by-order basis by the Participant or as a default setting for that Participant set by the Broker-Dealer Operator at the Participant's request. Designations that a Participant makes on an order-by-order basis are effective immediately with respect to that order. Designations to change a default setting become effective once the requisite change can be made, which can vary in time.

financial_condition_summary

The Broker-Dealer Operator does not operate ATS-4 as a stand-alone NMS Stock ATS and there is no standard fee schedule for ATS-4. There is no explicit transaction fee for executions in ATS-4.

conflict_description

MS&Co has affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. Since the effective date of the initial Form ATS-N for ATS-4, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Uruguay Ltda. (foreign) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Mitsubishi UFJ Morgan Stanley PB Securities Co., Ltd. (foreign) - Caieiras Fundo De Investimento Multimercado - Investmento No Exterior (non BD) - Morgan Stanley France S.A. (foreign) - Morgan Stanley Fixed Income Ventures Inc. (non BD) - Morgan Stanley Bank, N.A. (non BD) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with ''non BD'') or foreign-broker dealers (notated with ''foreign'') and as such do not have their own MPID. As indicated, the above is a list of affiliates that have historically executed orders in ATS-4. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes orders in ATS-4 and to remove any entity that ceases to be an affiliate of the Broker-Dealer Operator.

conflict_description

MS&Co has affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. Since the effective date of the initial Form ATS-N for ATS-4, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Europe SE (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Latam LLC (non BD) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Caieiras Fundo De Investimento Multimercado - Investmento No Exterior (non BD) - Morgan Stanley France S.A. (foreign) - Morgan Stanley Fixed Income Ventures Inc. (non BD) - Morgan Stanley Bank, N.A. (non BD) - Morgan Stanley Hedge Co. Ltd (non BD) - Morgan Stanley Investment Management Inc. (non BD) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with ''non BD'') or foreign-broker dealers (notated with ''foreign'') and as such do not have their own MPID. As indicated, the above is a list of affiliates that have historically executed orders in ATS-4. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes orders in ATS-4 and to remove any entity that ceases to be an affiliate of the Broker-Dealer Operator.

conflict_description

MS&Co has affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. Since the effective date of the initial Form ATS-N for ATS-4, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Uruguay Ltda. (foreign) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Mitsubishi UFJ Morgan Stanley PB Securities Co., Ltd. (foreign) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with ''non BD'') or foreign-broker dealers (notated with ''foreign'') and as such do not have their own MPID. As indicated, the above is a list of affiliates that have historically executed orders in ATS-4. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes orders in ATS-4 and to remove any entity that ceases to be an affiliate of the Broker-Dealer Operator.

conflict_description

MS&Co has affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. Since the effective date of the initial Form ATS-N for ATS-4, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Europe SE (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Latam LLC (non BD) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Mitsubishi UFJ Morgan Stanley PB Securities Co., Ltd. (foreign) - Caieiras Fundo De Investimento Multimercado - Investmento No Exterior (non BD) - Morgan Stanley France S.A. (foreign) - Morgan Stanley Fixed Income Ventures Inc. (non BD) - Morgan Stanley Bank, N.A. (non BD) - Morgan Stanley Hedge Co. Ltd (non BD) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with ''non BD'') or foreign-broker dealers (notated with ''foreign'') and as such do not have their own MPID. As indicated, the above is a list of affiliates that have historically executed orders in ATS-4. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes orders in ATS-4 and to remove any entity that ceases to be an affiliate of the Broker-Dealer Operator.

conflict_description

MS&Co has over 700 affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. During the prior quarter, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Uruguay Ltda. (foreign) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Mitsubishi UFJ Morgan Stanley PB Securities Co., Ltd. (foreign) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with "non BD") or foreign-broker dealers (notated with "foreign") and as such do not have their own MPID.

conflict_description

MS&Co has affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. Since the effective date of the initial Form ATS-N for ATS-4, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Uruguay Ltda. (foreign) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Mitsubishi UFJ Morgan Stanley PB Securities Co., Ltd. (foreign) - Caieiras Fundo De Investimento Multimercado - Investmento No Exterior (non BD) - Morgan Stanley France S.A. (foreign) - Morgan Stanley Fixed Income Ventures Inc. (non BD) - Morgan Stanley Bank, N.A. (non BD) - Morgan Stanley Hedge Co. Ltd (non BD) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with ''non BD'') or foreign-broker dealers (notated with ''foreign'') and as such do not have their own MPID. As indicated, the above is a list of affiliates that have historically executed orders in ATS-4. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes orders in ATS-4 and to remove any entity that ceases to be an affiliate of the Broker-Dealer Operator.

conflict_description

MS&Co has affiliates, including investment advisers, investment companies, U.S. broker-dealers, foreign broker dealers or equivalent entities, non broker-dealers, and bank regulated entities. Any such affiliate can enter an order in ATS-4, either for that affiliate's own account or as agent or riskless principal on behalf of the affiliate's client(s). Such orders are classified either as agency or principal on the books and records of the Broker-Dealer Operator, as described in the response to Part III, Item 7(a) and subject to the priority rules described in response to Part III, Items 7(a) and 11(a) and the counter-party selection/opt-out processes described in response to Part II, Item 3. Since the effective date of the initial Form ATS-N for ATS-4, the following affiliates have executed orders in ATS-4: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Products LLC (non BD) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Smith Barney LLC (MPID: MSSB) - Morgan Stanley Strategic Investments, Inc (non BD) - Morgan Stanley Uruguay Ltda. (foreign) - Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (foreign) - Mitsubishi UFJ Morgan Stanley PB Securities Co., Ltd. (foreign) - Caieiras Fundo De Investimento Multimercado - Investmento No Exterior (non BD) - Morgan Stanley France S.A. (foreign) - Morgan Stanley Fixed Income Ventures Inc. (non BD) With the exception of Morgan Stanley Smith Barney LLC, the affiliates listed above are either non broker-dealers (notated with ''non BD'') or foreign-broker dealers (notated with ''foreign'') and as such do not have their own MPID. As indicated, the above is a list of affiliates that have historically executed orders in ATS-4. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes orders in ATS-4 and to remove any entity that ceases to be an affiliate of the Broker-Dealer Operator.

compliance_officer

MS&Co maintains restrictions (including permissioned access) and policies and procedures designed to safeguard the confidential trading information of ATS-4. Access to confidential trading information of ATS-4 is limited to the shared employees described in Part II, Item 6(a) (that is, information technology and operations employees; sales and trading employees; risk management employees; supervisory and oversight employees; and legal, compliance, and other with guardianship functions), to the systems that support ATS-4, and smart order routing technology of MS&Co. A description of applicable safeguards and oversight procedures is provided below. - Systems with Access to Order and Execution-Related Information: The order and execution management systems used by the sales and trading employees (including account representatives) described in response to Part II, Item 6(a), can route orders to ATS-4, among other destinations. Similarly, smart order routing technology and algorithmic trading products of MS&Co can route orders to ATS-4 among other destinations. These systems receive information regarding where such orders were routed and/or executed, which could be ATS-4 or could be any other market center. In addition, the smart order routing technology of the Broker-Dealer Operator has access to the full order book of ATS-4 on a continuous basis. MS&Co maintains a database containing trading information of its NMS Stock ATSs. Authorized employees (generally, authorized information technology and operations employees and certain authorized sales and trading employees, as needed, all as described in Part II, Item 6(a)) have access to the database in order to run queries and generate reports of trading activity within ATS-4. Examples of such reports are volume reports, order-to-fill ratio reports, message count reports, and monthly statistics of ATS-4 activity which are made publicly available. (See Part III, Item 26.) - Use of System Entitlements: MS&Co assigns permissioned logins to access ATS-4 and other aspects of MS&Co's trading infrastructure. These permissioned logins serve as controls to protect confidential trading information, including confidential trading information of ATS-4. Relevant supervisors must approve all employee access to ATS-4 as well as other MS&Co systems with access to order and execution information. Access privileges are aligned to business function and designated reviewers evaluate access based upon the employee's current role. Access is revoked when no longer required or upon an employee's termination. An employee that previously had access to confidential trading information of ATS-4 will no longer have access to such information upon revocation. Additionally, pursuant to written supervisory procedures governing access to MS&Co NMS Stock ATSs, a supervisor conducts a quarterly review of access and entitlements relating to ATS-4. This review is designed to confirm that those with access should continue to have access and also addresses whether any individual has transferred roles such that he or she should no longer require access. - Application of Global Cyber Security Program: Morgan Stanley's global cyber security program, including measures designed to detect and prevent unauthorized intrusions to Morgan Stanley systems, apply to MS&Co's trading infrastructure, including ATS-4. - Use of Information Barriers: MS&Co maintains information barriers to separate employees and systems with access to confidential trading information of its NMS Stock ATSs from those not permitted to access such information. These information barriers serve as controls to protect confidential trading information, including confidential trading information of ATS-4. Morgan Stanley maintains a network firewall and customer gateways that surround its trading infrastructure, including ATS-4, for security purposes. Subscribers (excluding Subscribers affiliated with the Broker-Dealer Operator) connect from outside that firewall and those customer gateways. The firewall and customer gateways seek to protect access to confidential information of Morgan Stanley, including confidential trading information of ATS-4. - Personal Trading Policy and Restrictions: MS&Co prohibits all employees, including those with access to confidential trading information of ATS-4, from trading based on non-public or other confidential information, which would include confidential information of clients and, more specifically, confidential trading information in ATS-4. Pursuant to the Morgan Stanley Global Employee Trading, Investing, and Outside Business Activities Policy and a supplement to that policy governing the Global Sales and Trading Divisions including the Institutional Equity Division of MS&Co, employees (unless an exception is granted) must effect personal transactions in Employee Securities Account maintained at Morgan Stanley. Further, the Morgan Stanley Global Employee Trading Policy requires employees to seek pre-approval for purchases and sales of securities (unless the Global Employee Trading Policy or applicable supplement provides an exemption for a specific type of security, such as an ETF). In addition, employees generally must hold securities purchased in their Employee Securities Accounts for a minimum of 30 calendar days (or obtain pre-approval for such sale prior to 30 calendar days under exceptional circumstances.) Employees are prohibited from effecting transactions that raise an actual or apparent conflict of interest with MS&Co or its clients or in securities on Morgan Stanley's Restricted List. Pursuant to applicable written policies and procedures, compliance and supervisory personnel, as applicable, review employee personal trading activity. Such reviews are designed to confirm compliance with MS&Co's policies regarding pre-approval, holding period, conflicts of interest (including trading based upon confidential trading information), and Restricted List compliance. - Morgan Stanley Code of Conduct: Morgan Stanley requires all employees to be bound by and observe its Code of Conduct, including provisions that address the handling of client information and impose a duty of confidentiality.

compliance_officer

MS&Co maintains restrictions (including permissioned access) and policies and procedures designed to safeguard the confidential trading information of ATS-4. Access to confidential trading information of ATS-4 is limited to the shared employees described in Part II, Item 6(a) (that is, information technology and operations employees; sales and trading employees; risk management employees; supervisory and oversight employees; and legal, compliance, and other with guardianship functions), to the systems that support ATS-4, and smart order routing technology of MS&Co. A description of applicable safeguards and oversight procedures is provided below. - Systems with Access to Order and Execution-Related Information: The order and execution management systems used by the sales and trading employees (including account representatives) described in response to Part II, Item 6(a), can route orders to ATS-4, among other destinations. Similarly, smart order routing technology and algorithmic trading products of MS&Co can route orders to ATS-4 among other destinations. These systems receive information regarding where such orders were routed and/or executed, which could be ATS-4 or could be any other market center. In addition, the smart order routing technology of the Broker-Dealer Operator has access to the full order book of ATS-4 on a continuous basis. MS&Co maintains a database containing trading information of its NMS Stock ATSs. Authorized employees (generally, authorized information technology and operations employees and certain authorized sales and trading employees, as needed, all as described in Part II, Item 6(a)) have access to the database in order to run queries and generate reports of trading activity within ATS-4. Examples of such reports are volume reports, order-to-fill ratio reports, message count reports, and monthly statistics of ATS-4 activity which are made publicly available. (See Part III, Item 26.) - Use of System Entitlements: MS&Co assigns permissioned logins to access ATS-4 and other aspects of MS&Co's trading infrastructure. These permissioned logins serve as controls to protect confidential trading information, including confidential trading information of ATS-4. Relevant supervisors must approve all employee access to ATS-4 as well as other MS&Co systems with access to order and execution information. Access privileges are aligned to business function and designated reviewers evaluate access based upon the employee's current role. Access is revoked when no longer required or upon an employee's termination. An employee that previously had access to confidential trading information of ATS-4 will no longer have access to such information upon revocation. Additionally, pursuant to written supervisory procedures governing access to MS&Co NMS Stock ATSs, a supervisor conducts a quarterly review of access and entitlements relating to ATS-4. This review is designed to confirm that those with access should continue to have access and also addresses whether any individual has transferred roles such that he or she should no longer require access. - Application of Global Cyber Security Program: Morgan Stanley's global cyber security program, including measures designed to detect and prevent unauthorized intrusions to Morgan Stanley systems, apply to MS&Co's trading infrastructure, including ATS-4. - Use of Information Barriers: MS&Co maintains information barriers to separate employees and systems with access to confidential trading information of its NMS Stock ATSs from those not permitted to access such information. These information barriers serve as controls to protect confidential trading information, including confidential trading information of ATS-4. Morgan Stanley maintains a network firewall and customer gateways that surround its trading infrastructure, including ATS-4, for security purposes. Subscribers (excluding Subscribers affiliated with the Broker-Dealer Operator) connect from outside that firewall and those customer gateways. The firewall and customer gateways seek to protect access to confidential information of Morgan Stanley, including confidential trading information of ATS-4. - Personal Trading Policy and Restrictions: MS&Co prohibits all employees, including those with access to confidential trading information of ATS-4, from trading based on non-public or other confidential information, which would include confidential information of clients and, more specifically, confidential trading information in ATS-4. Pursuant to the Morgan Stanley Global Employee Trading, Investing, and Outside Business Activities Policy and a supplement to that policy governing the Global Sales and Trading Divisions including the Institutional Equity Division of MS&Co, employees (unless an exception is granted) must effect personal transactions in Employee Securities Account maintained at Morgan Stanley. Further, the Morgan Stanley Global Employee Trading Policy requires employees to seek pre-approval for purchases and sales of securities (unless the Global Employee Trading Policy or applicable supplement provides an exemption for a specific type of security, such as an ETF). In addition, employees generally must hold securities purchased in their Employee Securities Accounts for a minimum of 30 calendar days (or obtain pre-approval for such sale prior to 30 calendar days under exceptional circumstances.) Employees are prohibited from effecting transactions that raise an actual or apparent conflict of interest with MS&Co or its clients or in securities on Morgan Stanley's Restricted List. Pursuant to applicable written policies and procedures, compliance and supervisory personnel, as applicable, review employee personal trading activity. Such reviews are designed to confirm compliance with MS&Co's policies regarding pre-approval, holding period, conflicts of interest (including trading based upon confidential trading information), and Restricted List compliance. - Morgan Stanley Code of Conduct: Morgan Stanley requires all employees to be bound by and observe its Code of Conduct, including provisions that address the handling of client information and impose a duty of confidentiality.

hours_of_operation

ATS-4 operates on regular business days during normal trading hours (9:30 a.m. to 4:00 p.m. eastern time, unless delayed, shortened, or otherwise modified by an exchange), but does not trade an NMS stock until there is an execution for that NMS stock on the primary exchange. ATS-4 accepts orders beginning at 8:00 a.m. As an exception to this practice, the Broker-Dealer Operator may choose to operate ATS-4 during normal trading hours when the primary exchange is not operating if the Broker-Dealer Operator deems there to be sufficient liquidity in the marketplace in the applicable NMS stock. The Broker-Dealer Operator may suspend crossing in ATS-4 during market hours under anomalous conditions. Examples of such conditions include market data issues, technology issues, or reporting issues, all with respect to either the Broker-Dealer Operator or the market generally.

display_best_quotes

While ATS-4 does not display orders to any Person(s) for purposes of the display requirement of Rule 301(b)(3) of Regulation ATS, certain information in ATS-4 is "made known to" the Broker-Dealer Operator's smart order routing technology through its view of the liquidity in ATS-4 (i.e., the full order book on a continuous basis), as described in Part III, Item 7(a). Authorized personnel of the Broker-Dealer Operator that support the Broker-Dealer Operator's smart order routing technology have access to such information as necessary to support the operation of such technology. In addition, when smart order routing technology of the Broker-Dealer Operator routes an order to ATS-4, such smart order routing technology necessarily knows that such order was routed to ATS-4.

display_best_quotes

While ATS-4 does not display orders to any Person(s) for purposes of the display requirement of Rule 301(b)(3) of Regulation ATS, certain information in ATS-4 is "made known to" the Broker-Dealer Operator's smart order routing technology through its view of the liquidity in ATS-4 (i.e., the full order book on a continuous basis), as described in Part III, Item 7(a). Authorized personnel of the Broker-Dealer Operator that support the Broker-Dealer Operator's smart order routing technology have access to such information as necessary to support the operation of such technology. In addition, when smart order routing technology of the Broker-Dealer Operator routes an order to ATS-4, such smart order routing technology necessarily knows that such order was routed to ATS-4.

execution_services

ATS-4 organizes buy day orders by priority then sell day orders by priority, after which orders may be matched. The price/capacity/size/time priority rules are described in response to Part III, Item 11(a). The Broker-Dealer Operator's smart order routing technology does not send IOC orders until trading has opened (or re-opened) on ATS-4. For opening in a subject NMS stock, trading on ATS-4 begins once there is an execution in that NMS stock on its primary exchange. As an exception to this practice, the Broker-Dealer Operator may choose to operate ATS-4 during normal trading hours when the primary exchange is not operating if the Broker-Dealer Operator deems there to be sufficient liquidity in the marketplace in the applicable NMS stock. For re-opening, trading is triggered by the primary exchange providing notification of its trading status. For both opening and re-opening, the Broker-Dealer Operator may also (for example, in exceptional market conditions such as periods of volatility) issue an administrative command not to initiate trading on ATS-4.

execution_services

ATS-4 organizes buy day orders by priority then sell day orders by priority, after which orders may be matched. The price/capacity/size/time priority rules are described in response to Part III, Item 11(a). The Broker-Dealer Operator's smart order routing technology does not send IOC orders until trading has opened (or re-opened) on ATS-4. For opening in a subject NMS stock, trading on ATS-4 begins once there is an execution in that NMS stock on its primary exchange. As an exception to this practice, the Broker-Dealer Operator may choose to operate ATS-4 during normal trading hours when the primary exchange is not operating if the Broker-Dealer Operator deems there to be sufficient liquidity in the marketplace in the applicable NMS stock. For re-opening, trading is triggered by the primary exchange providing notification of its trading status. For both opening and re-opening, the Broker-Dealer Operator may also (for example, in exceptional market conditions such as periods of volatility) issue an administrative command not to initiate trading on ATS-4.