MS TRAJECTORY CROSS (ATS-1)

amendment_reason

This Updating Amendment revises Part II, Items 1(a) and 2(a). The changes relate to (1) updating the description of fixed income business units that can enter orders in Morgan Stanley algorithms, certain of which generate conditional indications in ATS-1; (2) updating the description of and applicable period that affiliates have historically executed in ATS-1; and (3) adding two affiliates that traded in ATS-1. The changes relate to the operations of the Broker-Dealer Operator and do not impact the ATS functionality for the Broker-Dealer Operator or Subscribers.

amendment_reason

This Material Amendment revises Part III, Items 7(a), 8(a), 8(c), 8(d), 8(e), 8(f), 9(a) and 11(a). The changes will allow participants of the ATS to submit and interact with odd-lot orders and conditional indications in the ATS. Odd-lot orders and conditional indications will be handled in the same manner as round-lot orders and conditional indications. Participants will have the ability to opt out of interacting with odd-lot orders and conditional indications. Additionally, the revisions to Part III, Items 9(a) and 11(a) allow for concurrent crossing rounds in the MSTX book. The changes all 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-1. 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 Material Amendment revises Part III, Item 9(a) and Part III, Item 11(a). The changes expand the available crossing rounds in the ATS-1 MSLC book to allow for one minute and two minute crossing rounds. The changes in Part III, Item 9(a) and 11(a) apply the same to all Subscribers and the Broker-Dealer Operator.

amendment_reason

This Updating Amendment revises Part II, Item 2(a) and Part III, 11(c), and 20(a). The changes relate to (1) adding an affiliate that traded in ATS-1; (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 affiliate applies only to the operations of the Broker-Dealer Operator. The changes in Part III, Items 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 adding an affiliate that traded in ATS-1. 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 is an Updating Amendment to the Material Amendment that was filed March 30, 2023 and revises Part II, Items 1(a), 2(a), 5(a), 6(a), 6(c), 7(a) and Part III, Items 2(b), 4(a), 5(a), 5(b), 5(c), 6(a), 6(b), 7(a), 8(a), 9(a), 10(a), 11(a), 11(c), 14(a), 15(b), 15(c), and 19(b). The amendments reflect the creation of a separate book within ATS-1 (the MSLC book) that would allow participants to enter conditional indications and related firm orders directly into the book for potential matching opportunities for longer durations. Participants that utilize the Broker-Dealer Operator's algorithms will also have the ability to opt-in to interacting with the MSLC book. The changes all apply the same to all Subscribers and the Broker-Dealer Operator and will be rolled into production beginning on or after April 30, 2023.

amendment_reason

This Updating Amendment revises Part II, Items 1a and 2a. The changes relate to (1) addition of a business unit; (2) removal of two affiliates that did not trade in ATS-1 during the last quarter; and (3) non-substantive changes to the response to Item 1a to conform the language for the Form ATS-Ns for all three ATSs operated by the Broker-Dealer Operator. The changes are to the Broker-Dealer Operator's business and do not impact the ATS functionality for the Broker-Dealer Operator or Subscribers.

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-1. 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 Material Amendment revises Part III, Item 5(c) and Part III, Item 9(a). The change allows for Morgan Stanley algorithms that can enter conditional indications and resulting orders in the ATS-1 MSLC book to be configured to do so by default. The change in Part III, Item 5(c) and Part III, Item 9(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-1. 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 III, Item 21(a). The change in Part III, Item 21(a) adds an additional trade reporting facility that ATS-1 can utilize. The change in Part III, Item 21(a) apply the same to all subscribers and the Broker-Dealer Operator.

amendment_reason

This Material Amendment revises Part II, Items 1(a), 2(a), 5(a), 6(a), 6(c), 7(a) and Part III, Items 2(b), 4(a), 5(a), 5(b), 5(c), 6(a), 6(b), 7(a), 8(a), 9(a), 10(a), 11(a), 11(c), 14(a), 15(b), 15(c), and 19(b). The amendments reflect the creation of a separate book within ATS-1 (the MSLC book) that would allow participants to enter conditional indications and related firm orders directly into the book for potential matching opportunities for longer durations. Participants that utilize the Broker-Dealer Operator's algorithms will also have the ability to opt-in to interacting with the MSLC book. The changes all apply the same to all Subscribers and the Broker-Dealer Operator and will be rolled into production beginning on or after April 30, 2023.

ats_name

MS Trajectory Cross ATS-1

operator_crd

000008209

operator_name

MORGAN STANLEY & CO. LLC

order_types

ATS-1 initially pairs conditional indications. For context, please see the response to Part III, Item 9(a), which provides information regarding conditional indications, the operation of ATS-1, and the manner in which a conditional indication could result in an order in ATS-1. Orders can be entered in ATS-1 only in response to a firm-up request, which is issued for a specific buy and for a specific sell conditional indication only after those specific conditional indications have been paired. The process for pairing conditional indications (including relevant priority rules) is described more fully in the response to Part III, Item 11(a). Orders can be matched in ATS-1 only after their corresponding conditional indications have already been paired. Priority (including time priority) is therefore relevant only to conditional indications and not relevant to orders. As described in Part III, Item 9(a), each conditional indication expires when ATS-1 sends the firm-up request to the Morgan Stanley algorithm(s) or Subscriber(s) or Broker-Dealer Operator for conditional indications entered directly into the ATS, for each side of the bilateral pairing. If the Morgan Stanley algorithm(s), Subscriber(s) or Broker-Dealer Operator that entered both conditional indications that are the subject of a bilateral pairing do not respond to the firm-up request with a firm order, both conditional indications in the bilateral pairing will already have expired once the corresponding firm-up request was sent by ATS-1 and therefore will no longer exist for any subsequent pairing. Executions in ATS-1 are effected at a volume weighted average price (VWAP) over a designated time interval based upon reported trades and not at any price related to the best bid and offer, as described in response to Part III, Item 11(a). Thus, a change in the best bid and offer does not affect the interaction of orders that may be entered into ATS-1 in response to a firm-up request. One or more bilateral matches can conclude before the scheduled end time of that crossing round under certain circumstances, as described in response to Part III, Item 11(a). Subscribers and the Broker-Dealer Operator order management systems, order routing technology and algorithmic trading products can designate a conditional indication sent to the ATS-1 MSLC book (described in Part III, Item 7(a) and Item 9(a)) with a minimum fill quantity instruction. ATS-1 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-1. Orders entered into ATS-1 in response to a firm-up request are market or limit day orders. ATS-1 does not route to other Trading Centers. Orders entered into ATS-1 in response to a firm-up request can be cancelled prior to execution. An order receives a new time stamp when it is entered into ATS-1 in response to a firm-up request.

order_types

ATS-1 initially pairs conditional indications. For context, please see the response to Part III, Item 9(a), which provides information regarding conditional indications, the operation of ATS-1, and the manner in which a conditional indication could result in an order in ATS-1. Orders can be entered in ATS-1 only in response to a firm-up request, which is issued for a specific buy and for a specific sell conditional indication only after those specific conditional indications have been paired. The process for pairing conditional indications (including relevant priority rules) is described more fully in the response to Part III, Item 11(a). Orders can be matched in ATS-1 only after their corresponding conditional indications have already been paired. Priority (including time priority) is therefore relevant only to conditional indications and not relevant to orders. As described in Part III, Item 9(a), each conditional indication expires when ATS-1 sends the firm-up request to the Morgan Stanley algorithm(s) for each side of the bilateral pairing. If the Morgan Stanley algorithm or algorithms that entered both conditional indications that are the subject of a bilateral pairing do not respond to the firm-up request with a firm order, both conditional indications in the bilateral pairing will already have expired once the corresponding firm-up request was sent by ATS-1 and therefore will no longer exist for any subsequent pairing. Executions in ATS-1 are effected at a volume weighted average price (VWAP) over a designated time interval based upon reported trades and not at any price related to the best bid and offer, as described in response to Part III, Item 11(a). Thus, a change in the best bid and offer does not affect the interaction of orders that may be entered into ATS-1 in response to a firm-up request. One or more bilateral matches can conclude before the scheduled end time of that crossing round under certain circumstances, as described in response to Part III, Item 11(a). Orders entered into ATS-1 in response to a firm-up request are market or limit day orders. ATS-1 does not route to other Trading Centers. Orders entered into ATS-1 in response to a firm-up request can be cancelled prior to execution. An order receives a new time stamp when it is entered into ATS-1 in response to a firm-up request.

order_types

ATS-1 initially pairs conditional indications. For context, please see the response to Part III, Item 9(a), which provides information regarding conditional indications, the operation of ATS-1, and the manner in which a conditional indication could result in an order in ATS-1. Orders can be entered in ATS-1 only in response to a firm-up request, which is issued for a specific buy and for a specific sell conditional indication only after those specific conditional indications have been paired. The process for pairing conditional indications (including relevant priority rules) is described more fully in the response to Part III, Item 11(a). Orders can be matched in ATS-1 only after their corresponding conditional indications have already been paired. Priority (including time priority) is therefore relevant only to conditional indications and not relevant to orders. As described in Part III, Item 9(a), each conditional indication expires when ATS-1 sends the firm-up request to the Morgan Stanley algorithm(s) or Subscriber(s) or Broker-Dealer Operator for conditional indications entered directly into the ATS, for each side of the bilateral pairing. If the Morgan Stanley algorithm(s), Subscriber(s) or Broker-Dealer Operator that entered both conditional indications that are the subject of a bilateral pairing do not respond to the firm-up request with a firm order, both conditional indications in the bilateral pairing will already have expired once the corresponding firm-up request was sent by ATS-1 and therefore will no longer exist for any subsequent pairing. Executions in ATS-1 are effected at a volume weighted average price (VWAP) over a designated time interval based upon reported trades and not at any price related to the best bid and offer, as described in response to Part III, Item 11(a). Thus, a change in the best bid and offer does not affect the interaction of orders that may be entered into ATS-1 in response to a firm-up request. One or more bilateral matches can conclude before the scheduled end time of that crossing round under certain circumstances, as described in response to Part III, Item 11(a). Subscribers and the Broker-Dealer Operator order management systems, order routing technology and algorithmic trading products can designate a conditional indication sent to the ATS-1 MSLC book (described in Part III, Item 7(a) and Item 9(a)) with a minimum fill quantity instruction. ATS-1 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-1 other than when the Subscriber with the minimum fill quantity constraint cancels prior to the completion of the crossing round at which time the minimum fill quantity constraint will be ignored and a partial execution will occur.. Orders entered into ATS-1 in response to a firm-up request are market or limit day orders. ATS-1 does not route to other Trading Centers. Orders entered into ATS-1 in response to a firm-up request can be cancelled prior to execution. An order receives a new time stamp when it is entered into ATS-1 in response to a firm-up request. ATS-1 accepts round-lot, odd-lot and mixed-lot conditional indications and orders. Part III, Item 8(c) provides information about opting out of odd-lot quantity. If a Subscriber has opted out of interacting with odd-lots then no firm up request including an odd lot quantity will be sent.

means_of_entry

Subscribers can enter orders or conditional indications via FIX directly into the trading infrastructure of the Broker-Dealer Operator. 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. Algorithmic trading products and order routing technology of the Broker-Dealer Operator, which are available for use by clients, traders, and sales traders, can enter orders or conditional indications into ATS-1 using FIX protocol.

pricing_methodology

As described in response to Part III, Item 11(a), ATS-1 executes at an interval VWAP price calculated by ATS-1 based upon executions reported to the consolidated tape. Accordingly, ATS-1 uses SIP feeds. ATS-1 uses such SIP feeds to determine executions reported to the consolidated tape, to determine marketability of limit orders against the quotations in the consolidated quotation system, and 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 or are in effect).

counterparty_selection

ATS-1 permits the users of the Morgan Stanley algorithms that can indirectly enter conditional indications and resulting orders in ATS-1 to opt out of interacting with conditional indications deemed principal conditional indications in ATS-1, as described in Part III, Item 11(a). By opting out of interacting with principal conditional indications, a Participant inherently opts out of interacting with principal orders. In addition, conditional indications may be designated (i) not to interact with certain conditional indications to comply with regulatory requirements (such as requirements under ERISA for applicable accounts relating to principal and agency crosses) and (ii) not to pair with conditional indications from the same Participant (where crossing may otherwise be permitted). Such designations can be made on an individual conditional indication basis for conditional indications identified by the Participant or as a default setting for all conditional indications of that Participant set by the Broker-Dealer Operator at the Participant's request. There is no need to opt out of interacting with orders, as order matching occurs only as a consequence of conditional indication pairing and such pairing will be subject to the opt out provisions for conditional indications. Designations that a Participant makes on an individual conditional indication basis are effective immediately with respect to that conditional indication. Designations to change a default setting become effective once the requisite change can be made, which can vary in time.

counterparty_selection

ATS-1 permits the users of the Morgan Stanley algorithms that can indirectly enter conditional indications and resulting orders in ATS-1 and direct Participants of ATS-1 to opt out of interacting with conditional indications deemed principal conditional indications in ATS-1, as described in Part III, Item 11(a). By opting out of interacting with principal conditional indications, a Participant inherently opts out of interacting with principal orders. In addition, conditional indications may be designated (i) not to interact with certain conditional indications to comply with regulatory requirements (such as requirements under ERISA for applicable accounts relating to principal and agency crosses) and (ii) not to pair with conditional indications from the same Participant (where crossing may otherwise be permitted). Such designations can be made on an individual conditional indication basis for conditional indications identified by the Participant or as a default setting for all conditional indications of that Participant set by the Broker-Dealer Operator at the Participant's request. There is no need to opt out of interacting with orders, as order matching occurs only as a consequence of conditional indication pairing and such pairing will be subject to the opt out provisions for conditional indications. Designations that a Participant makes on an individual conditional indication basis are effective immediately with respect to that conditional indication. 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-1 as a stand-alone NMS Stock ATS, and there is no standard fee schedule for ATS-1. There is no explicit transaction fee for executions in ATS-1.

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 orders on an agency, principal, or riskless principal basis into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. During the prior quarter, the following affiliates executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedging Co., Ltd. (non BD) - 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 orders on an agency, principal, or riskless principal basis directly into ATS-1 or into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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) - 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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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 orders on an agency, principal, or riskless principal basis into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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) - 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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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 orders on an agency, principal, or riskless principal basis directly into ATS-1 or into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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) - 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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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 orders on an agency, principal, or riskless principal basis directly into ATS-1 or into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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) - 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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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 orders on an agency, principal, or riskless principal basis into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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 orders on an agency, principal, or riskless principal basis directly into ATS-1 or into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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) - Morgan Stanley Fixed Income Ventures Inc. (non BD) - Morgan Stanley Bank, N.A. (non BD) - Caieiras Fundo De Investimento Multimercado - Investmento No Exterior (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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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 orders on an agency, principal, or riskless principal basis into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. During the prior quarter, the following affiliates executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - 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) 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 orders on an agency, principal, or riskless principal basis into Morgan Stanley algorithms, certain of which algorithms generate conditional indications (as described in Part III, Item 9(a)) in such capacity in ATS-1 on behalf of such affiliates or affiliate's clients. Those conditional indications may receive firm-up requests which may, in turn, result in orders (as described in Part III, Item 7(a)) entered into ATS-1. Since the effective date of the initial Form ATS-N for ATS-1, the following affiliates have executed in ATS-1: - Morgan Stanley Canada Limited (foreign) - Morgan Stanley Capital Services LLC (non BD) - Morgan Stanley & Co. International plc (foreign) - Morgan Stanley Hedge Co. Ltd (non BD) - 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) - 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 in ATS-1. The Broker-Dealer Operator will update this list to add any affiliate that subsequently executes in ATS-1 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-1. Access to confidential trading information of ATS-1 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-1, and to those Morgan Stanley algorithms that can generate conditional indications for entry in ATS-1 and potentially can generate orders with respect to those conditional indications following a firm-up request. 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 an order to a Morgan Stanley algorithm that can generate a conditional indication in ATS-1, among other trading interest to other destinations. Similarly, those Morgan Stanley algorithms (among activity in other destinations) can generate a conditional indication in ATS-1, receive firm-up requests with respect to those conditional indications, and enter orders in ATS-1 in response to such firm-up requests. These algorithms receive information regarding where such conditional indications were routed and/or any corresponding orders were executed, which could be ATS-1 or could be any other market center. These algorithms also receive firm-up requests which indicate that there is potential contra-side interest in ATS-1. 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-1. Examples of such reports are volume reports and cross price validation reports. - Use of System Entitlements: MS&Co assigns permissioned logins to access ATS-1 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-1. Relevant supervisors must approve all employee access to ATS-1 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-1 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-1. 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-1. - 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-1. Morgan Stanley maintains a network firewall and customer gateways that surround its trading infrastructure, including ATS-1, for security purposes. The firewall and customer gateways seek to protect access to confidential information of Morgan Stanley, including confidential trading information of ATS-1. - Personal Trading Policy and Restrictions: MS&Co prohibits all employees, including those with access to confidential trading information of ATS-1, 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-1. 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-1. Access to confidential trading information of ATS-1 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-1, and to those Morgan Stanley algorithms and order routing technology that can generate conditional indications for entry in ATS-1 and potentially can generate orders with respect to those conditional indications following a firm-up request. 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 an order to a Morgan Stanley algorithm that can generate a conditional indication in ATS-1, among other trading interest to other destinations. Similarly, those Morgan Stanley algorithms and order routing technology (among activity in other destinations) can generate a conditional indication in ATS-1, receive firm-up requests with respect to those conditional indications, and enter orders in ATS-1 in response to such firm-up requests. These algorithms and order routing technology receive information regarding where such conditional indications were routed and/or any corresponding orders were executed, which could be ATS-1 or could be any other market center. These algorithms and order routing technology also receive firm-up requests and firm-up related information which indicate that there is potential contra-side interest in ATS-1. 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-1. Examples of such reports are volume reports and cross price validation reports. - Use of System Entitlements: MS&Co assigns permissioned logins to access ATS-1 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-1. Relevant supervisors must approve all employee access to ATS-1 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-1 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-1. 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-1. - 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-1. Morgan Stanley maintains a network firewall and customer gateways that surround its trading infrastructure, including ATS-1, for security purposes. The firewall and customer gateways seek to protect access to confidential information of Morgan Stanley, including confidential trading information of ATS-1. - Personal Trading Policy and Restrictions: MS&Co prohibits all employees, including those with access to confidential trading information of ATS-1, 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-1. 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-1 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 initiate a crossing round in an NMS stock until there is an execution for that NMS stock on the primary exchange. As an exception to this practice, the Broker-Dealer Operator may choose to operate ATS-1 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 matching in ATS-1 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.

hours_of_operation

ATS-1 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). ATS-1 accepts orders beginning at 8 a.m. Eastern time but does not initiate a crossing round in an NMS stock until there is an execution for that NMS stock on the primary exchange. As an exception to this practice, the Broker-Dealer Operator may choose to operate ATS-1 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 matching in ATS-1 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.

hours_of_operation

ATS-1 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). ATS-1 accepts orders beginning at 8 a.m. Eastern time but does not initiate a crossing round in an NMS stock until there is an execution for that NMS stock on the primary exchange. As an exception to this practice, the Broker-Dealer Operator may choose to operate ATS-1 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 matching in ATS-1 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

Each conditional indication that is the subject of a bilateral pairing will generate a firm-up request to the Morgan Stanley algorithm(s), the Broker-Dealer Operator or Subscriber(s) that generated the conditional indications. While again not a display for purposes of the display requirement of Rule 301(b)(3) of Regulation ATS, this firm-up request will "make known to" the algorithm, Broker-Dealer Operator or Subscriber that generated the conditional indication the fact that there is potential contra-side interest in ATS-1 and the size on which is being requested to firm up. The firm-up request is sent only to the Morgan Stanley algorithm , Broker-Dealer Operator and/or Subscriber that generated the conditional indication resulting in the bilateral conditional pairing.

display_best_quotes

Each conditional indication that is the subject of a bilateral pairing will generate a firm-up request to the Morgan Stanley algorithm or algorithms that generated the conditional indications. While again not a display for purposes of the display requirement of Rule 301(b)(3) of Regulation ATS, this firm-up request will "make known to" the algorithm that generated the conditional indication the fact that there is potential contra-side interest in ATS-1 and the size on which the algorithm is being requested to firm up. The firm-up request is sent only to the Morgan Stanley algorithm that generated the conditional indication resulting in the bilateral conditional pairing.

execution_services

ATS-1 accepts conditional indications pre-open as a technical matter, but pairing does not occur until ATS-1 has received conditional indications to buy and to sell that can be paired and there has been an execution for the subject NMS stock on the primary exchange. ATS-1 will not execute a transaction in an NMS stock unless there has been a sufficient number of transactions reported to the consolidated tape in the subject NMS stock for the Broker-Dealer Operator to calculate a price that it determines is sufficiently representative of interval VWAP. ATS-1 generally does not receive pre-open conditional indications, as the Morgan Stanley algorithms that send conditional indications are designed not to send conditional indications to ATS-1 pre-open. ATS-1 does not execute pre-open.

execution_services

ATS-1 accepts conditional indications pre-open as a technical matter, but pairing does not occur until ATS-1 has received conditional indications to buy and to sell that can be paired and there has been an execution for the subject NMS stock on the primary exchange. ATS-1 will not execute a transaction in an NMS stock unless there has been a sufficient number of transactions reported to the consolidated tape in the subject NMS stock for the Broker-Dealer Operator to calculate a price that it determines is sufficiently representative of interval VWAP.