Form ATS-N/MA TOR BROKERAGE LLC

  
    ATS-N/MA
    0001323893-22-000004
    
      LIVE
      
        
          0001323893
          XXXXXXXX
        
        013-00185
      
      
        false
        false
      
    
  
  
    
      TOR ATS
      This Material Amendment reflects changes to Part III Items 9, and 19. The change to Part III Item 9 pertains to the prioritization in the IOI books.  The change to Part III Item 19 reflects the changes in the fees charged by the ATS. These changes apply to all Subscribers and to the broker-dealer operator.
    
    
      Y
      TOR BROKERAGE LLC
      
        
      
      008-66903
      000135274
      FINRA
      09/29/2005
      TORB
      www.torats.com
      
        Equinix Campus
        Building NY4
        755 Secaucus Road
        07094
        US-NJ
      
      false
      false
    
    
      N
      N
      
        Velocity Clearing, LLC ("Velocity Clearing") is a broker-dealer registered with the SEC (SEC# 8-65894) and 9 SROs (CRD# 126588). The firm provides a wide range of services to its clients; stock locate services, securities borrow coverage, clearing infrastructure, in-house market making desk, competitive financing and full support client services. The firm will enter its customer orders on an agency basis into the TOR ATS under MPID QNTX. Velocity Clearing will not enter principal orders or riskless principal orders on TOR ATS.  Velocity Clearing is owned by VCT Holdings LLC which holds an equity interest in Tor; and VCT Holdings LLC is partially owned by VCT Holdings II LLC, which also holds an equity interest in Tor.
        Y
        N
      
      N
      N
      N
      N
      N
      N
      
        The Chief Technology Officer of VCT Technologies, LLC ("VCT Technologies") is a service provider resource who together with Tor's CEO is responsible for the oversight of the TOR ATS technology platform.  Together with Tor's CEO he has been responsible for the joint development effort (TOR designed the trading platform and VCT Technologies implemented it), and he manages the team that provides ongoing monitoring and support of the trading platform's computer systems ("The Technology Team"). [Defined in Part II, Item 7(d).]
The Technology Team is responsible for the maintenance of the trading application software, including the implementation of functional enhancements and bug fixes; counterparty FIX session set up and certification; application-level network connectivity; and market data delivery to the trading application. The Technology Team is also responsible for maintenance of the back-office web-based application that allows for the ATS monitoring and control.  The Technology Team is employed by VCT Technologies.

Velocity Clearing shares a securities principal who works in Institutional Sales and Business Development and took the Head of Trading Operations role at Tor. This person will ensure that the trade bookings are correctly reflected in both the ATS back office and clearing records and they tie out with the counterparty; he will acknowledge that all trades are timely confirmed as intended and will be liaising with the clearing correspondent and the counterparty when necessary. This person will have access to the ATS back office and monitoring system.  At Velocity Clearing, this person is responsible for selling stock loan/locate and trade execution services.
Another registered person who works in Institutional Sales and Business Development at Velocity Clearing took the Head of Sales role at Tor. This person has no access to TOR ATS back office and Tor's routing system.  At Velocity Clearing, this person is responsible for selling equity trade execution and stock loan services.
Velocity Clearing shares a controller who is responsible for the billing, invoice and financial reconciliation of TOR ATS and Tor Brokerage.  At Velocity Clearing, this person is registered as a FINOP.
All shared employees are dually registered with Tor Brokerage.
Velocity Clearing is a client of VCT Technologies, too.
      
      
        Tor Brokerage has entered into a service agreement with VCT Technologies, pursuant to which VCT Technologies hosts, operates and supports the technology platform for TOR ATS subject to the direction and oversight of Tor Brokerage as the Broker-Dealer Operator. Pursuant to this agreement, VCT Technologies also provides certain support services related to Tor's compliance, surveillance, supervisory, recordkeeping and reporting obligations subject to the direction and oversight of Tor Brokerage as the Broker-Dealer Operator.  The Technology Team is responsible for the maintenance of the trading application software, including the implementation of functional enhancements and bug fixes; counterparty FIX session set up and certification; application-level network connectivity; and market data delivery to the trading application. The Technology Team is also responsible for maintenance of the back-office web-based application that allows for the ATS monitoring and control.

Pursuant to the agreement with VCT Technologies, certain aspects of the services provided to TOR ATS utilize infrastructure and support services shared by Velocity Clearing, such as real-time market data (Part III, Item 23).  As the Broker-Dealer Operator, Tor Brokerage is responsible for the operation of TOR ATS in compliance with the federal securities laws and all the design aspects of the trading platform. VCT Technologies is responsible for carrying out the operation of TOR ATS and all aspects of Part III of the Form ATS-N except for Items 6 (Co-location and Connectivity), 12 (Liquidity Providers), 15 (Display), 16 (Routing), 18 (Trading Outside of Regular Trading Hours), 19 (Fees), 22 (Clearance and Settlement), 24 (Order Display and Execution Access), and 25 (Fair Access). Certain of these enumerated functions do not apply to TOR ATS at all or are handled by Tor personnel.
Tor Brokerage maintains a fully disclosed clearing agreement with Velocity Clearing.  Tor's clearing and settlement procedures are discussed in detail in Part III, Item 22.
        
          Velocity Clearing is a broker-dealer registered with the SEC and 9 SROs. The firm will use the order entry facility of TOR ATS for its customer orders for matching, on an agency basis only.
          Y
        
      
      TOR ATS is accessible via the industry standard FIX 4.2 protocol. The API does not disseminate trades that occur on the ATS. TOR ATS provides a range of IP addresses for each requested API connection, or the Subscriber provides TOR ATS with a range of unique globally routable addresses assigned to the Subscriber, from which the Subscriber will be able to connect, and TOR ATS then configures its network routers to only allow access from the Subscriber's IP address to a dedicated IP address on TOR ATS's order handling network. In this way, only authorized Subscribers can gain access to TOR ATS via registered physical IP addresses. Additionally, connectivity to TOR ATS occurs through secure points of entry through cross-connections from Subscriber's equipment hosted in the same data center as that of the system located at the Equinix data center, Building NY4, 755 Secaucus Road, Secaucus, NJ 07094.  There is a single runtime instance of the TOR ATS, at this address, and there is no backup image that can be instantiated at another location, in case of system failure (see Part I, 7).
Tor Brokerage considers Subscribers' confidential trading information to be Subscriber activity and execution data from their interaction with and usage of TOR ATS services discussed throughout this Form, defined immediately below.

CONFIDENTIAL INFORMATION
Confidential trading information is deemed to include:
1) Subscriber Order Entry Firm ("OEF") order detail as described in Part III, Item 7(a);
2) Subscriber execution detail;
3) Individual Subscriber order and execution statistics;
4) FIX messages sent to TOR ATS from Subscribers;
5) FIX messages sent from TOR ATS to Subscribers
6) Indication Of Interest ("IOI") message detail received from EMM ("Electronic Market Maker") Subscribers;
7) OEF Order routing detail from Tor Brokerage to the EMM that originated the IOI matching the OEF order as described in Part III, Item 11(c), also known as the "IOI originator";
8) "Dark ping" OEF order detail and timing [described in Part III, Item 11(c)].

As described in Part III, Item 16(b), Tor Brokerage performs outbound routing when needed. In making routing determinations, the router does not have access to Subscribers' Confidential Information, other than OEF order information and FIX messages necessary to route a specific OEF order. The Technology Team [defined in Part II, Item 6(a) and Part II, Item7(d)] is also responsible for the monitoring of Tor Brokerage's routing activities.  Employees are not authorized to use Confidential Information for purposes of routing OEF orders.
Tor Brokerage maintains secured access to both physical and non-physical assets. Physical access to servers and related infrastructure is limited to key personnel at the datacenters; data center engineers administering the co-location services and implementing cross-connections; the network and security engineers of a third-party firm contracted for low level networking programming and cybersecurity services; the CEO of Tor Brokerage and the CTO of VCT Technologies. Non-physical access to servers / desktops is limited to authorized individuals maintaining active passwords in accordance with TOR ATS password policy. Failure to comply with Tor Brokerage's password policy will result in revoked access to non-physical assets.

Tor Brokerage requires completion and approval of new hire, and voluntary or involuntary terminated employee and consultant checklist lists for control of access to Subscriber data, prior to commencement of work with the firm and following termination. Subscriber data includes any confidential trading information as defined above, as well as Subscriber onboarding paperwork, trading reports and other Subscriber identifying documentation.

Written, documented authorization to access confidential trading information is provided by a supervisory principal of Tor Brokerage. Annual review of each employee's and consultant's access to confidential trading information through systems and physical areas of Tor Brokerage is conducted by Tor's Chief Compliance Officer. And quarterly, Tor's systems are subject to a penetration attempt run by a security expert contractor. Recognized cybersecurity protocols are documented by the contractor, enforced through hardware and software modifications and upgrades, and reviewed during periodic cybersecurity meetings with Tor Brokerage and Velocity Technologies. 

PERSONAL TRADING ACCOUNT POLICIES
Employees are required to obtain compliance approval prior to establishing brokerage accounts. Annually, each employee must attest in writing that they have disclosed to Tor Brokerage Compliance all their brokerage accounts and they understand and will abide by Tor Brokerage's personal trading policies. At least quarterly, for each disclosed account, Tor Brokerage Compliance Department reviews the trading activity and money movements for insider trading, compliance with Tor Brokerage policies and anti-money laundering laws.  Tor Brokerage does not require its employees to pre-clear their trades.  The employees' broker-dealer firms send duplicate confirmations to Tor Brokerage, as they occur.

Tor Brokerage prohibits all employees from trading based on non-public or other confidential information, which would include Subscriber confidential trading information. Upon hire and annually thereafter, each employee is required to read and attest to understanding and abiding to Tor Brokerage's Insider Trading and Personal Securities Transactions/Prevention of Misuse of Non-Public Information Policies and Procedures. Distribution and collection of the attestations are handled by Tor Brokerage Compliance Department.

It is the policy of Tor Brokerage and TOR ATS that their employees shall not act as principal in any trading activity, or trade for their own account, in TOR ATS.
      
        Disclosure of confidential trading information (e.g., OEF order history, execution history) can occur with written authorization from a Subscriber directing the type and detail of the information, conditions, frequency and with whom that information may be shared. For example, a Subscriber hires an expert firm to conduct a quality of execution study for a certain period of time and would authorize the ATS to release their confidential trading information to them.  The information sharing period could be well defined, for example for the most recent quarter, or ongoing until revoked by the Subscriber.
        
          A Subscriber may withdraw consent by providing written instruction rescinding the consent to disclose confidential information, at any time.
        
      
      Employees and consultants are authorized to access confidential trading information defined in Part II, Item 7a, when it is necessary to perform one of the following:
1) Operations;
2) Subscriber support;
3) Business and technological development and support;
4) Systemic testing; and
5) Regulatory reviews, testing, investigations, surveillances, and reporting.
The persons who have access to the confidential information, both in real-time and post-trade, belong to one of two groups:
I. TECHNOLOGY PERSONNEL: This is The Technology Team, consisting of VCT Technologies employees that provide information technology (''IT'') support, IT development and strategy, tech management, and regulatory reporting services to the ATS (collectively ''Technology Personnel'' or "The Technology Team").  For the ATS, Technology Personnel are responsible for the operation, development, monitoring, and testing of the ATS's coding, network infrastructure, and software applications.  The Technology Team also supports the outbound routing services described in Part III, Item 16(b).  In connection with the performance of their duties, Technology Personnel may access real-time and post-trade Subscriber order and execution information, including OEF orders that were submitted to the ATS but were subsequently cancelled or did not otherwise receive an execution in the ATS. Separately, some Technology Personnel with direct physical access to Tor's servers and databases can access log files containing Subscriber order and execution information.
II. OPERATIONS AND COMPLIANCE PERSONNEL: Employees that provide Subscriber support, finance, clearing and middle office support and compliance supervision to the ATS (collectively ''Operations Personnel'').  The Operations Personnel are a mix of Tor and Velocity Clearing employees, some of them dually registered.  Subscriber support personnel are responsible for addressing Subscriber inquiries related to connectivity to the ATS and Subscriber trading activity and can access real-time and post-trade Subscriber order and execution information in connection with executing their duties. Clearing, middle office support, and Finance are responsible for the clearance, settlement, and billing of transactions and can access post-trade Subscriber order and execution information, including OEF orders that were submitted to the ATS but were subsequently cancelled or did not otherwise receive an execution in the ATS, in connection with executing their duties. Compliance personnel have a range of responsibilities including, but not limited to, responding to regulatory inquiries, or performing internal audits of Tor, including the ATS. Generally, compliance personnel may access post-trade Subscriber order and execution information, including OEF orders that were submitted to the ATS but were subsequently cancelled or did not otherwise receive an execution in the ATS, in connection with executing their duties but may, when appropriate, be permissioned to access real-time Subscriber order and execution information, in order to perform their compliance duties.

In addition, persons with same level of access as personnel belonging to groups I and II as described above, are the CEO of Tor Brokerage and the Chief Technology Officer of VCT Technologies because they have regulatory and technology oversight responsibilities. They both have access to confidential trading information defined in Part II, Item 7a.  The FINOP and the Controller of the broker-dealer have access to post-trade data to perform their duties. The FINOP is a non-employee consultant registered with Tor Brokerage; the Controller is a shared employee dually registered with Tor Brokerage and Velocity Clearing.

The OPERATIONS AND COMPLIANCE PERSONNEL is the first point of contact for intraday client and trade support. Access to real-time and post-trade data is essential to provide TOR ATS Subscribers, i.e., OEFs and EMMs with fast and efficient support while resolving any issues. The OPERATIONS AND COMPLIANCE PERSONNEL can see the OEF order book and the Indications of Interest ("IOI") book, all matched orders, routed orders, execution, and cancellation reports and all their corresponding sources. The TECHNOLOGY PERSONNEL monitors system performance and resources utilization throughout the day as well.

Tor Brokerage General Counsel is not an employee of Tor Brokerage or TOR ATS. General Counsel and any other legal counsel for TOR ATS may need and have access to all forms of confidential trading information to perform their duties. All legal counsel is bound by professional obligations of confidentiality.
    
    
      Brokers
      Principal Trading Firms
      Market Makers
      Dealers
      Y
      
        All firms accessing and trading at TOR ATS are registered broker-dealers or operated by a registered broker-dealer, accessing TOR ATS in their own MPID (broker of record).  Tor Brokerage, the broker dealer operator of TOR ATS (the Reg NMS Stock ATS) requires them to complete and execute a Subscriber Agreement as part of the onboarding and approval process.  These firms are referred to as "Subscribers" in this Form and they are the broker of record for all orders and indications of interest. TOR ATS categorizes its subscribers as following:
1) OEFs - firms that send only OEF orders to TOR ATS for execution, in an agency capacity.
2) EMMs - firms that send only IOIs to TOR ATS on a principal basis and are executing OEF orders attracted by their IOIs.
 
A Subscriber can belong to more than one category, by establishing a FIX session for OEF orders and another one for IOIs.  In this case, the Subscriber connects to TOR ATS through 2 different logical connections.  Each of these 2 FIX sessions has different message types and functionality.

Tor Brokerage requires each Subscriber to be reviewed and approved by one of Tor Brokerage's Principals before accessing the ATS services.  Prior to that approval, Tor Brokerage, as part of its onboarding process, works with new Subscribers to build an understanding of their order flow profile and expected usage of the platform.  In addition to a review of the Subscriber Agreement and accompanying paperwork for completeness, Tor Brokerage's Chief Compliance and AML Officer performs a screening of each new Subscriber, its associated persons and direct and indirect owners. New Subscribers are screened for solvency, regulatory disclosures, lines of business, key personnel, AML, sanctions, anti-corruption and negative news. In conjunction with the screening, Tor Brokerage compliance will access information provided by the Subscriber, such as size of the firm, assets under management, type of orders, e.g., retail, institutional, types of securities to be traded, expected average per order share size, per order notional, number of orders per day, and frequency of orders for the purpose of establishing risk management control settings as required under SEC Rule 240.15c3-5 (additional information can be found in Part III, Item 8(a)).  A Subscriber will be denied access to TOR ATS services for having no Rule 15c3-5 market access checks, significant regulatory disciplinary actions, anti-money laundering violations, financial instability that if otherwise approved, could cause a disruption to TOR ATS services or its Subscribers (OEFs and EMMs) as described in detail in Part III, Item 3.
        Y
      
      Y
      
        Tor Brokerage maintains the right to exclude, at its discretion, Subscribers from using any feature of the TOR ATS including entering orders and IOIs.  The exclusion is not partial, i.e. it applies to all services.
 
Examples of why Tor Brokerage may choose to exclude a Subscriber include but are not limited to the following:
- Tor Brokerage determines a Subscriber's usage of the system to be a risk to the TOR ATS systems and/or other Subscribers.  For example, sending a large number of orders at high frequency, could disrupt the OEF order book prioritization, slow down the matching algorithm and create a "missing the market" effect on all other Subscribers.
- A Subscriber's fill rate to OEF orders matched with the Subscriber's IOI falls below expected levels (as further described in Part III, Item 9).
- A Subscriber loses their FINRA (or other SRO) membership.
- A Subscriber fails to meet their settlement obligations with respect to a trade on the ATS.
        Y
      
      TOR ATS will observe the holiday schedule of the New York Stock Exchange.  On trading days, TOR ATS executes trades between the hours of 9:30:00 A.M. ET and 4:00:00 P.M. ET.  IOIs received before 9:30 AM and after 4:00 PM, are silently ignored, i.e., they are not placed in the IOI book. During 9:30 A.M. and 4:00 P.M. Tor Brokerage may route unmatched OEF orders to EMM Subscribers.

TOR ATS accepts OEF orders as early as 6:00:00 A.M. ET.  At a Subscribers' discretion, orders received prior to 9:30:00 A.M. ET may be accepted and held by TOR ATS until 9:30:00 A.M. ET.  At that time, the orders become eligible for execution. Alternatively, Subscribers wishing to execute their orders between 6:00:00 A.M. ET and 9:30:00 A.M. ET may instruct TOR Brokerage to route orders to away trading centers where orders are eligible for "pre-market" execution.

At 4:00:00 P.M. ET, all IOIs are cancelled at TOR ATS; and all non-executed orders are cancelled, except for those orders entered by a Subscriber wishing to trade in the "post-market".  Those orders are routed by Tor Brokerage to away trading centers where orders are eligible for "post-market" execution; there will be no order matching activity on the TOR ATS.  At the Subscribers' discretion Tor Brokerage accepts and routes orders eligible for "post-market execution" between 4:00:00 P.M. ET and 5:00:00 P.M. ET. At 5:00:00 P.M. ET all open orders are cancelled.
      Y
      
        TOR ATS requires all OEF orders and IOIs to be entered via the FIX protocol, version 4.2.  The FIX session with Subscribers may be established over a cross-connect or an internet-based virtual private network ("VPN").  A virtual private network extends a private network across a public network and enables users to send and receive data across shared or public networks as if their computing devices were directly connected to the private network.

The FIX sessions for OEF orders are separate from the FIX sessions for IOIs, even if established with the same Subscriber, because they have different message types and functionality, for the purpose of entering OEF orders and IOIs [see Part III, Item 2(b)].
        Y
      
      N
      
        Tor Brokerage does not provide any hosting, cabinet space or equipment to Subscribers of its NMS Stock ATS.

TOR ATS offers several intra-datacenter cross-connect options at the data center co-location facility where its systems reside, Equinix Building NY4, at 755 Secaucus Rd., Secaucus, NJ 07094.  TOR ATS' networking, sales and operations team discuss cross-connects and related services with Subscribers wanting to connect via cross-connect.  Each configuration is agreed to in advance.  The Subscriber needs to engage Equinix for connectivity to TOR ATS.  A Letter of Authorization ("LOA") is provided to the firm ordering the cross connect.  The LOA is provided to the data center as part of the cross-connect order request and Tor Brokerage does not charge a fee for it.

Standard options for cross-connects are based on available cross-connect options provided by the data center co-location facility and currently supported by the TOR ATS equipment located at the co-location facility and they are:
- Single-Mode Fiber; 10 GIGABIT ETHERNET; Fiber; 10 GbE
- Single-Mode Fiber; 1 GIGABIT ETHERNET; Fiber; 1 GbE

TOR ATS Subscribers can also connect through an internet-based VPN.
        Y
      
      N
      N
      a.	OEFs enter orders only; EMMs send only IOIs. IOIs received before 9:30 a.m. and after 4:00 p.m. ET are silently ignored.  The market data feed used to price pegged OEF orders is disseminated by the Securities Information Processor (SIP).
OEFs can send the following types of orders:
1) Market orders
2) Limit orders
3) Pegged orders allow Subscribers to price orders relative to the current market price of a security. All order types are supported only between 9:30 a.m. and 4:00 p.m. ET. The offsets allow a Subscriber to peg an order with an incremental difference, in $0.01 increments from the NBBO for NMS stocks priced above $1.00 and $0.0001 for NMS stocks trading below $1.00.  The increment can be either positive (higher price) or negative (lower price). There are three types of pegged orders:
I.   Primary Peg: peg an order to the same side of the market. Buy orders maintain a limit price equal to NBB and sell/sell short orders maintain a limit price equal to NBO. Primary Peg orders support offsets.
II.  Market Peg: peg an order to the opposite side of the market, with an offset value, in pennies. For example: 
 i.  BUY market pegged + 0 means buy at the offer (+1 is 1 increment above NBO)
 ii. SELL market pegged + 0 means sell at the bid (-1 is 1 increment below NBB)
III. Mid-Point Peg: peg an order to the mid-point of the market. These orders will peg in half penny increments in the event of an odd spread. The Mid-Point Peg orders do not support an offset value.

All OEF orders contain at least side, symbol and minimum quantity; limit orders contain price, while pegged orders contain the instructions on how price is calculated. Except for trading in NMS stocks priced below $1.00, TOR ATS does not accept OEF orders with sub-penny values in the price tag; however mid-point executions may occur at sub-penny values. For NMS stocks trading below $1.00 OEFs may enter orders priced in $0.0001 increments.

TOR ATS does not adjust limit prices or peg type based on NBBO or other market conditions.
TOR ATS organizes the order entry firm orders ("OEF orders") in a book by symbol, that is not visible to either EMMs or other OEFs, until matched with an IOI or crossed with another OEF order, since OEF orders can interact among themselves. The OEF order book is prioritized by:
i.   Price
ii.  Time of entry
iii. Size
The order book is re-prioritized upon a change in the NBBO, a new OEF order, or an OEF cancel request. Upon re-prioritization the orders keep their time of entry, including pegged orders.
The timestamp of an order is the time the order was received from the OEF, and it is modified only when the OEF requests a "cancel". The pegged orders are treated the same as non-pegged orders in terms of priority
i.   The orders are not visible to any other trading Subscribers on TOR ATS. An order is executable when there is a matching OEF order or a matching IOI at the same price and size equal to or larger than the minimum quantity requested by the OEF.  
ii.  TOR ATS does not have a post-only order type.  OEF orders are executable against other OEF orders and IOIs in TOR ATS, provided the OEF has not opted out of interaction with the IOIs.
iii. The pegged limit orders' price changes with the NBBO when the order book is reprioritized.  These OEF orders retain the time stamp they were assigned at the time of order entry.  A pegged order becomes eligible for routing to an EMM when there is a matching IOI in TOR ATS that would meet the order's price and minimum quantity, and there is no OEF order it could be crossed with.
iv.  OEF orders are eligible for "dark pinging" provided the OEF has not opted out of this strategy.  "Dark pinging" means routing out to EMM Subscribers' principal books if there is no matching OEF order and no matching IOI on TOR ATS, and the order is marketable at the NBBO (see Part III, Item 11(c)).
v.   TOR ATS supports Day and immediate-or-cancel ("TOR IOC") time-in-force instructions. A Day order is an order that automatically expires if it is not executed before the end of the trading day on which the order was entered. Subscribers can cancel Day orders at their discretion during the trading day. 
A TOR IOC order is an order that executes all or in part immediately and automatically cancels any unfilled portion of the order. All TOR IOC orders survive for the length of the matching process and "dark-ping" routing (if eligible) up to 900 milliseconds, unless successfully canceled by the Subscriber before.
vi.  There are no circumstances under which order types can be combined.  Subscribers can cancel their orders at any time.  OEF orders can be rejected for invalid symbol, and / or a price five percent or more outside the NBBO (5% above for buy orders and 5% below for sell orders) at the time of order receipt.
vii. The order types described herein are available across all forms of OEF connectivity supported by TOR ATS, as described in Item 6.


For the purpose of matching and routing, all pegged orders are converted to limit orders, at that time.

There are no circumstances under which order types will be combined.  Subscribers can cancel their orders. All orders can be cancelled upon a "disconnect" if the order entry FIX session disconnects (this functionality is configurable by FIX session). OEF orders can be rejected for failing validation as described in Part III, Item 23.
      Y
      
        Order entry firms may specify a minimum quantity for execution on their orders. The minimum order size is 1 share, and the maximum is 999,999 shares. An IOI must be of a minimum size of 100 shares and must be priced in penny increments for NMS stocks trading at $1 or more.  IOIs without a price are understood to be at NBBO.
        Y
      
      
        Odd lot orders are treated the same as round lot orders.
        Y
      
      
        Mixed lot orders are treated the same as round lot orders.
        Y
      
      
        TOR ATS receives IOIs only from EMMs.  The IOI message contains symbol, side, and size.  TOR ATS prices the IOIs at the NBBO. IOIs are transmitted to TOR ATS via direct connectivity (cross connect).  EMM Subscribers can also connect through an internet-based VPN.  The messaging protocol used in both cases is FIX 4.2 (see Part III, Item 5, a).  The IOIs are organized into an IOI book by symbol, and they are prioritized by:
i.	Price
ii.	Size
iii.	Time of entry

The IOI book is re-prioritized upon a change in the NBBO, a new IOI arrival, or an IOI cancel request. The receipt of a new IOI will trigger an attempt to match it in the order book. Upon re-prioritization, IOIs keep their time of entry.  The IOI book is not visible to either EMM Subscribers, or OEFs.

As TOR ATS receives an OEF order it will first attempt to match it within the order book (at this point, the order is briefly locked to maintain an orderly process).  If a match is found within the order book it will result in a cross on TOR ATS; if not, then the system will attempt to match it with an IOI that satisfies its limit price and minimum quantity, provided the OEF did not opt out of IOI interaction.  If a match is found with an IOI, the OEF order will be removed from the ATS order book, and it will be routed to the principal book of the EMM that originated the IOI, also known as the "IOI originator" as first defined in Part II, Item 7(a).  The EMM may respond with nothing done, a partial execution, or a fill.  

The EMM is expected to respond within a configurable timeframe of no more than 50ms. TOR allows the EMM to respond late, up to 900ms. During this time period TOR ATS continues to accept new orders and cancellation requests.  In case the EMM didn't respond within 900ms, TOR ATS will remove that IOI from its IOI book, and a cancellation request is sent to that EMM for any remaining quantity of the OEF order. If the EMM responds with a partial execution or a fill after the 900ms, Tor will respond DK (don't know) it.

If no match is found with an IOI, the OEF order removed from the ATS order book, will go next through the Dark ping algorithm, provided the OEF did not opt out of it (for the Dark ping algorithm, see Part III, Item 11, c).  In case the OEF order has any leaves after the Dark ping algorithm: if it's an IOC, a cancel acknowledgement will be sent to the OEF; if it's a day order, it will be added to the ATS order book with a timestamp reflecting the current time.
      
      Y
      TOR ATS accepts OEF orders beginning at 6:00 a.m. ET but matching only occurs during normal market hours - 9:30 a.m. to 4:00 p.m. ET. IOIs received before 9:30 a.m. ET and after 4:00 p.m. ET are silently ignored.  The OEF orders will remain in an accepted state and no executions will occur until the matching engine detects the opening print and limit up limit down ("LULD") band from the primary listing exchange for each symbol. Once the matching engine begins trading, the standard priority logic and matching logic will be applied to any open orders as described in Part III, Item 11(c). Following a stoppage of trading in a security during regular trading hours, TOR ATS will not execute transactions until the matching engine detects a reopening print (for an exchange-initiated stoppage) or pricing information (for a TOR ATS-initiated stoppage) and a LULD band from the primary exchange. If the primary listing exchange does not reopen (or pricing information is unavailable) after a stoppage, TOR ATS will not match orders in the security, and it will not accept new OEF orders and IOIs in that stock.
      Y
      TOR ATS identifies and implements all individual NMS stock and market wide trading halts.

OEF Orders accepted by TOR ATS will remain in an accepted state at the start of regular trading and TOR ATS will not execute any orders until the matching engine detects the opening print and LULD band from the primary listing exchange for each symbol. Once the matching engine begins trading, the standard priority logic and matching logic will be applied to any open orders. Following a stoppage of trading in a security during regular trading hours, TOR ATS will not execute transactions until the matching engine detects a reopening print (for an exchange-initiated stoppage) or pricing information (for a TOR ATS-initiated stoppage) and a LULD band from the primary exchange. If the primary listing exchange does not reopen (or pricing information is unavailable) after a stoppage, TOR ATS will not match orders in the security, and it will not accept new OEF orders and IOIs in that stock. During a trading halt, OEFs and EMMs can cancel their orders and IOIs, though. OEF orders resting in the book continue to rest, until their time-in-force expiration.  When the individual stock or market reopens for trading, the ATS will start accepting IOIs and OEF orders, and resume matching and routing as described in Part III, Item 11(c).
      Y
      N
      TOR ATS operates a non-displayed limit order book and provides anonymous matching of orders in all eligible NMS Stocks.  OEF orders are validated upon submission to the ATS and any order that does not pass all validation is rejected. The validation will consist of a symbol check (NMS only) a size within minimum and maximum quantities accepted on the ATS as described in Part III, Item 8, a price within +/- 5% of NBBO (see Part III, Item 23) and completeness (not missing side).  TOR ATS attempts to identify and execute orders that can be matched or crossed in an agency capacity.  TOR ATS is structured as a crossing system among OEF orders (organized in an order book) and between OEF orders and IOIs (organized in an IOI book); i.e., an OEF order could be matched with another OEF order or with an IOI.  An IOI cannot be matched with another IOI.  Both OEF orders and IOIs are sent through direct connectivity, or internet-based VPN. OEFs send market, limit and pegged orders while EMMs send priced or unpriced IOIs; non-priced IOIs are understood to be at the NBBO.  

Once an OEF order is accepted, the ATS attempts to match orders upon the arrival of a new order or upon a price change (either a change to the NBBO or a Subscriber-initiated price change).

First, an OEF order match is attempted within the order book; an OEF order at the NBBO or better on one side of the market, matched with another OEF order at the NBBO or better on the other side of the market.

In case that no match is found in the order book, the algorithm will attempt to find a matching IOI, provided the OEF did not opt out of IOI interaction. 

If an IOI can satisfy the minimum quantity of the OEF order, then Tor, the operator broker-dealer, will route the paired order to the IOI originator's principal book; the OEF order will be removed from the ATS order book prior to routing.  If the EMM responds ND (nothing done) or an IOI originator has failed to respond in 900ms, or if no matching IOI is found, and provided the OEF did not opt out of the Dark ping, the OEF order will be submitted to the Dark ping routing algorithm, and it will be sent to other Subscriber EMMs' principal books by the broker-dealer operator (Tor Brokerage) as described below in paragraph 11(c).  The OEF order that has been previously removed from the ATS order book prior IOI matching, will be routed through the Dark ping algorithm.

In case the OEF order has any leaves after the execution of the Dark ping algorithm: (i) if it's an IOC, a cancel acknowledgement will be sent to the OEF; (ii) if it's a DAY order, it will be added to the ATS order book with a new timestamp, and the OEF order book will be reprioritized.
Throughout the trading session, OEF orders and IOIs may be added, cancelled or executed; these actions will trigger reprioritization of the respective books.  At the end of the trading session, all open orders are cancelled.
Tor Brokerage does not enter any orders and trading interest into the ATS, as principal.

Here is a walkthrough of an OEF order facilitation process consisting of the 3 strategies:
1. Order book matching
2. IOI book matching
3. Dark pinging
An OEF may opt out of 2 and 3, or either of 2 or 3.

Let's consider the following example sequenced in chronological order, assuming there are 4 EMM Subscribers on the ATS:
1. OEF1 has a DAY order S 300 IBM @ 133.09 resting in the ATS order book;
2. OEF2 sends an order B 1000 IBM @ 133.09 when NBBO is 133.08x133.09 with a minQty=100;
3. Order book matching crosses OEF1 and OEF2 300 IBM @ 133.09 in M0 milliseconds and now OEF2 rests an order to B 700 IBM @ 133.09 in the ATS book; at this point OEF1 order has been removed from the book;
4. OEF2 hasn't opted out of IOI book matching and EMM1 has sent us an IOI to S 400 IBM; since the OEF2 order is buying at NBO we send B 700 IBM @ 133.09 TOR IOC to EMM1, which executes 300 shares in M1 milliseconds;
5. OEF2 hasn't opted out of Dark pinging, and Tor will route the order to the inventory books of EMM2, which takes 100 shares, then of EMM3 which takes 100 shares and then of EMM4 which takes nothing; the ping consists of TOR IOCs, each estimated to take M2, M3 and M4 milliseconds per round trip;
6. At the completion of the Dark ping, OEF2 order has leaves of 200 which will be canceled back to OEF2 in case their order was an IOC, or if it were a DAY order, it will continue to rest in the ATS book with a timestamp reflecting current time until the next run of the 3 execution strategies; the execution of the 3 order facilitation strategies took an estimated time of [M0+M1+M2+M3+M4] milliseconds, not expected to exceed 50ms.
      Y
      TOR ATS is implemented as a real-time, multi-threaded application:
1) It receives OEF orders;
2) It reads and assigns the NBBO to pegged OEF orders and to unpriced IOIs;
3) It re-prioritizes the OEF order book and the IOI book;
4) It executes the matching algorithm.
All the above activities occur in parallel.

The IOI book is prioritized by:
1) Price
2) Time of entry
3) Size

First, TOR ATS attempts to match OEF orders within the OEF order book. In case no match is found, all firm orders are eligible to be matched against IOIs via TOR ATS consistent with the terms and conditions indicated on the order as submitted.  The IOIs submitted to TOR ATS are conditional, subject to a confirmation by the IOI originator.  There is also a post-trade brief pause.  Both the confirmation and post-trade timings are configurable:
During these timeframes, OEF orders, cancellations and IOIs can be received by TOR ATS platform. OEF orders in that symbol will not be sent out to EMMs, and no executions can occur.
The confirmation timing is up to 50ms. There is an extended wait for a confirmation as discussed in the response to Item 9 above.
The post-trade timeframe after an execution is up to 20ms, to allow the EMM to adjust their IOIs. There is no extension of time for the post-trade timeframe.

Each OEF order received by TOR ATS and not matched within the order book, will only be sent initially to one IOI initiated by the EMM which matches the OEF order price, the largest size equal or greater than the order's minimum quantity, has time priority over an identically priced and sized IOI, and respects the IOI interaction exclusions requested by the OEF.  Before routing to the IOI originator, the OEF order is removed from the ATS order book.  The matched OEF order is routed to the Subscriber EMM's principal book as a TOR IOC.

An OEF order that had no match with an IOI posted to TOR ATS or if the IOI originator has not responded within 900ms, may be routed to other EMMs principal books via the operating broker-dealer (Tor Brokerage).  If there is no IOI in the book at the NBBO, then TOR ATS can invoke a routing strategy ("dark ping") whereby the operating broker-dealer routes the OEF order for execution.  In this case, (i) the OEF order must be priced at the NBBO, and (ii) the routing is performed by the operating broker-dealer (Tor Brokerage). The Dark ping round robin algorithm is initiated as following; (i) the first time  the Dark ping is invoked, the algorithm routes to the first Subscriber EMM in the static list uploaded by the system at startup; (ii) thereafter, it routes to the Subscribing EMM that last executed a routed OEF order; (iii) then, if "Nothing Done", it routes to the next Subscriber EMM in the static list, from that entry.  All routed orders are TOR IOCs.  Before routing to a Subscriber EMM, the OEF order is removed from the ATS order book. An OEF order can go through up to N rounds in the Dark ping algorithm as shown in the example in Part III, Item 11(a) where N is a variable number equal to the number of EMM Subscribers.  The OEF can "opt out" of this functionality.

In case the routed OEF order has any leaves: if it's an IOC, a cancel acknowledgement will be sent to the OEF; if it's a day order, it will be added to the ATS's order book, timestamped with the current reentry time.  In case that less than the full size of a resting order is executed on the ATS, the unexecuted size of the order continues to reside on the order book, consistent with the subscriber's instructions. Such partially ATS executed orders retain priority and precedence at the same price. For resting orders, the Dark ping strategy is invoked every 5s.

See Part III, Item 16(b) for routing outside the ATS details.

NON-ACCEPTANCE OF DIRECTED ORDERS
Tor Brokerage does not accept directed orders or any designation of a market center by a Subscriber. Orders will be routed by Tor Brokerage in accordance with its own discretionary order routing practices notwithstanding any such direction.

Orders sent to TOR ATS can be canceled at any time, prior to matching.  If the order has been routed to a Subscriber EMM, whether through the IOI matching or the Dark ping algorithm, the order cancellation request will be sent directly to the EMM by Tor Brokerage.  TOR ATS will not give the OEF an "OUT" until the TOR ATS receives an "OUT" response from the EMM, or 900ms have elapsed, whichever is earlier.
The EMM can respond with any of the following:
Canceled (Out)
Too Late To Cancel (TLTC) 
Partial execution (respecting the minimum quantity, if any)
Full Execution

SHORT SALES
Subscribers may enter short sale orders in compliance with Regulation SHO. This rule applies to short sale orders from U.S. registered broker-dealer subscribers and as discussed below, each short sale order must specify that a locate has been obtained in accordance with Regulation SHO Rule 203(b)(1). TOR ATS will rely on the locate exemption provided in Rule 203(b)(2)(i) when accepting short sale orders from its U.S. registered broker-dealers. 

LOCKED/CROSSED MARKETS
In case the NBBO is locked or crossed, TOR ATS will not match orders. TOR ATS never modifies the price of an OEF limit order.

There is no expected instance of locked or crossed market on TOR ATS, for the following reason; when an order can match with an IOI, it will be sent to the originator EMM.  If the EMM does not execute the entire order, it is expected that it will cancel its IOI.
OEF orders routed for execution to a Subscriber EMM processed by the operating broker-dealer strictly on an agency basis.  The operating broker-dealer's capacity in the clearance process will be driven by the capability of the clearing firms involved and the convenience of the Subscribers with an emphasis on acting in an agency capacity where possible.

The system does not allow for any communication among, and between OEF orders and IOI submitters outside of submitting IOIs, submitting orders, and receiving fills, outs, and acknowledgements. There is no negotiation, chat, instant message, or "Flash Order" functionality provided.

TIME-STAMPING OF OEF ORDERS, IOIs AND EXECUTIONS
OEF orders and cancellations are timestamped in microseconds at the time they are accepted by TOR ATS. Executions are timestamped in microseconds at the time that orders are matched in the OEF order book.  IOIs are timestamped in microseconds when they are received and OEF orders are sent for routing to the originator EMM.


ERRORS
Tor Brokerage has written supervisory policies and procedures in place to handle erroneous trade executions at the TOR ATS.  OEF orders routed to EMMs are subject to the EMMs' erroneous trade handling procedures.
Tor Brokerage will handle clearly erroneous executions by correcting at prices consistent with the applicable rules of the self-regulatory organizations. Bona fide errors (e.g., wrong security or side of the market, execution outside the limit price of an order, executions at erroneous prices that are due to a systemic or third-party service provider issues) can be raised by Subscribers or identified by TOR ATS systems or TOR ATS personnel.  Bona fide errors are evaluated by TOR ATS personnel on a case-by-case basis.  TOR ATS will contact the affected Subscribers and ask whether they want to keep the trade. If the Subscribers do not want to maintain the trade, Tor Brokerage will determine whether to take the affected Subscribers' positions and book its error account. In making the decision, Tor brokerage will consider, among other factors, the number of affected Subscribers, the size of the error, the symbols involved, the price of the execution, and the reason for the error provided by the Subscriber. If so, Tor Brokerage will then trade outside the ATS out of the error position as soon as possible. Tor Brokerage's procedures are designed to ensure applicable reporting and clearing obligations are amended accordingly. Tor Brokerage reviews execution errors daily or as they occur to ensure that they are handled in accordance with its procedures.
      Y
      N
      N
      N
      
        An OEF may choose whether its orders will:
1) Interact with any IOIs
2) Interact with IOIs outside NBBO
3) Be routed to another Subscriber EMM who is an IOI originator (defined in Part II, Item 7(a))
4) Be routed to other Subscriber EMMs during the execution of the Dark ping algorithm (defined in Part III, Item 11(c))
These choices are configurable by the OEF through the FIX session established with the order entry firm and apply to all OEF orders received through that session.  (An order entry firm may establish multiple FIX sessions with the ATS, each with a different configuration.) Orders from one OEF can interact with orders from another OEF; orders from the same OEF could be matched, as the matching algorithm does not differentiate on the subscriber identity in this respect.  OEFs cannot direct orders.

A Subscriber EMM is sending IOIs which are not visible to OEFs or other EMMs.  The IOIs are not disseminated and not shown on any public website.  EMMs cannot direct IOIs.  An OEF doesn't receive information about its order being matched with an IOI, and a Subscriber EMM learns about the OEF order only after it has been matched with an IOI. An EMM Subscriber does not have the ability to opt out of interacting with an OEF order as a result of either IOI matching, or Dark pinging.
        Y
      
      N
      
        When the OEF order has no match in the ATS order book, then IOI book matching and Dark ping strategies are employed to facilitate the execution of the order, provided the OEF has not opted out.  In that case, the OEF order is being routed to Subscriber EMMs' principal books, who may decline to interact with it, and the OEF order will be returned to the ATS order book except if it were an IOC.  In all cases, the OEF order is routed to an EMM as a TOR IOC, through the FIX protocol and it is removed from the ATS order book prior to routing to EMMs.  (See Part III, Items 7.a, 9.a, 11.a, 11.c and 16.)
        Y
      
      
        
          In certain circumstances, OEF orders could be submitted to Tor's outbound router.  An OEF order that has a match with an IOI from an EMM will be routed to that IOI originator for execution. An OEF order that had no match with an IOI posted to TOR ATS, may be routed to other EMMs' principal books via the operating broker-dealer (Tor Brokerage) using a round robin algorithm (see Part III, Item 11(c)) as part of the Dark ping process.  The conditions under which both routing strategies may occur are the following:
1) The OEF order must be priced at the NBBO
2) The OEF order is routed as TOR IOC
3) The routing is performed by the operating broker-dealer (Tor Brokerage) and
4) Prior to routing, the OEF order is removed from the ATS order book

The OEF can "opt out" of this functionality; the "opt-out" is configured through the FIX session established with the order entry firm and it is applicable to all orders received through that session.
        
      
      N
      Y
      N
      All Subscribers are assessed a variable commission fee on a per-share or per-notional basis for executions in TOR ATS that is negotiated between TOR and the Subscriber. Variables that can impact the fees include, but are not limited to, the Subscriber type, trading volume, clearing costs, connectivity costs.  The preferred method of connectivity is the fiber-optic cross-connect (as described in Part II, Item 6) the cost of which is charged by the Equinix data center and is a negotiated cost item between Tor Brokerage and the Subscriber.  Trading fees for NMS stocks priced above $1.00 are per traded share, not to exceed $0.0015 and no less than $0.0002 charged to the order entry firm. Fees may be different for transactions occurring at or within the NBBO but may still not exceed $0.0015 per share.  Fees for NMS stocks priced below $1.00 are between 0.0005% and 0.0008% of the notional value of the trade.  The Subscriber is responsible for the fees, costs and expenses associated with its access to and use of TOR ATS, including equipment, software, telecommunications and other connectivity costs, and any of their development costs.  The EMMs are charged per share, per matched IOI in a range from $0.0008 to $0.0012 and they are not compensated for participation (posting or transacting) therefore having no impact on the fees charged by TOR ATS.
      There are none.
      TOR offers a rebate to Subscribers of TOR ATS in the form of venue fees. All fees are individually negotiated with each Subscriber based on the variables noted in Part III Item 19(a).  For OEF orders matched in the TOR ATS order book, for NMS stocks priced above $1.00, the liquidity provider (maker) is paid between $0.0002 and $0.0007 per share; the liquidity remover (taker) is charged between $0.0002 and $0.0015 per share. For OEF orders matched with EMM IOIs, the OEF Subscriber is rebated between $0.0002 and $0.0007 per share for NMS stocks trading above $1.00.
      TOR ATS identifies and implements all individual NMS stock and market wide trading halts. During a trading halt, no matches are allowed between orders and IOIs, and no routing of OEF orders to EMMs occur; for OEF orders routed to EMM Subscribers momentarily prior to the trading halt, Tor Brokerage relies on the EMMs to observe the trading halt and not execute.  Since the orders are routed as TOR IOCs, no executions are expected unless the occurrence of a race condition; such conditions will be documented through the timestamps independently applied by Tor Brokerage and the EMM.  An example of a race condition: the EMM executes the order prior to the implementation of the trading halt, but the execution report reaches Tor Brokerage after the implementation of the trading halt; then, Tor Brokerage will forward the report to the OEF, which may look to that party as an execution occurring during the trading halt - which it is not.

During a trading halt, OEFs can still cancel their orders. Orders resting in the book continue to rest, until their time-in-force expiration. When the individual stock or market reopens for trading, TOR ATS will start accepting IOIs and orders, and resume OEF order matching and routing to EMMs.  Securities may be suspended from trading manually by the TOR ATS administrators (broker-dealer operator employees who have been granted proper credentials).  There is also a "cancel all orders / IOIs" configuration feature upon a trading participant FIX session disconnect.

Tor Brokerage, at its discretion may choose to limit, suspend or stop trading on TOR ATS in all or individual NMS stocks. In addition to regulatory and active street-wide halts, other reasons could be unreliable market data, technology or platform issues, programming errors or systemic issues, or approaching Regulation ATS Fair Access and Regulation SCI volume thresholds.
      Y
      The operating broker-dealer subscribes to and reports executions on TOR ATS to the Nasdaq Trade Reporting Facility ("TRF"). The capacity in which the broker-dealer acted is always agency, both for orders matched on the ATS. All executions on TOR ATS are reported under MPID "TORB".
For example, TOR ATS matches a buy order from member BD1 and a sell order for the same quantity of shares at the same price from member BD2.  TOR ATS is the executing party and has the trade reporting obligation.  TOR Brokerage can report this transaction in one of three ways, the most explicit of which is:

Alternative #1

Tape report: TORB reports a cross
Non-tape regulatory report #1: TORB buys from BD2
Non-tape regulatory report #2: TORB sells to BD1.

Orders routed to and executed EMMs are reported to the tape by the EMMs.  The execution is received from an EMM is sent by the operating broker-dealer (Tor Brokerage) to the OEF to TRF for clearing only (non-media report).
      Y
      Tor Brokerage has a clearing agreement with Velocity Clearing which is identified at DTC by number 0294.  Velocity Clearing is using InteliClear's Post Trade Solutions ("I-Clear") which is a turnkey, client-hosted software for clearance and settlement, consisting of functional modules which cover transaction processing, margin, custody processing, cost basis accounting, corporate actions and regulatory reporting.
At the time of execution, either inside TOR ATS or at an away market via Tor Brokerage routing, Tor Brokerage will substitute itself as counterparty for clearing purposes. Velocity Clearing will submit trade details for transactions executed for clearing at NSCC and settlement at DTC, according to the scenarios described below. TOR ATS requires every Subscriber to either self-clear or have its own clearing arrangement with a clearing firm.

Although Tor substitutes itself as counterparty for clearing purposes, Tor does not guarantee delivery of trades occurring inside TOR ATS or trades occurring on an away market. Instead, clearing and settlement of trades is dependent upon the original counterparties satisfying their delivery obligations. As such, should a counterparty have clearance or settlement issues, as further described below, Tor reserves the option to step into the position of the original counterparty or bust/reverse the trade pursuant to TOR ATS's Subscriber Agreement. In determining whether to step into the position of the original counterparty or bust/reverse the trade, Tor will consider the size of the trade, the potential losses from taking on the position, and the ability of Tor to trade out of the position quickly.
Clearance and settlement scenarios
Tor's MPID is TORB and has opened three accounts at Velocity Clearing; an average price main account, an average price error account and a flip facilitation account.  The "flip facilitation account" is a bookkeeping account used to reflect the trades flipped to the contra broker, on a rolled-up basis.  The "flip" (also known as "correspondent clearing flip") is a means of Tor Brokerage locking in with a contra broker on NSCC and it's an effective broker to broker comparison method.
The clearing and settlement would occur through one of the following scenarios:
1) OEF orders crossed in the ATS / same MPID, BDA, clearing at Velocity Clearing; the crossed orders must come from different customer accounts at BDA, otherwise it would be a wash sale; so, BDA-ACCT1 is the buyer and BDA-ACCT2 is the seller
- Buy and Sell fills go back to the OEF, BDA bought ("BOT") confirmation report for ACCT1 and sold ("SLD") confirmation report for ACCT2
- No FIX drop-copy to I-Clear / No submissions to NSCC
- No trade booking on I-Clear

2) A) OEF orders crossed in the ATS / different MPIDs, BDA and BDB, both OEFs clearing externally; assume BDA is the buyer and BDB is the seller
- Buy and Sell fills go back to the respective OEFs; BOT confirmation report goes to BDA and SLD confirmation report goes to BDB
- FIX messages go to I-Clear to submit NSCC flips vs the 2 OEFs MPIDs, BDA and BDB
- Buy and Sell (opposite side) trades in the facilitation account are reported in the trade file; SELL vs BDA and BUY vs BDB; there are no positions or P&L in the facilitation account

2) B) OEF orders crossed in the ATS / different MPIDs, both OEFs clearing at Velocity Clearing; assume BDA is the buyer, BDB is the seller
- Buy and Sell fills go back to the respective OEFs; BOT confirmation report goes to BDA and SLD confirmation report goes to BDB
-  No FIX drop-copy to I-Clear / No flip
Facilitation account: SELL vs BDA and BUY vs BDB; there are no positions or P&L in the facilitation account

2) C) OEF orders crossed in the ATS / BDA is the buyer and clears at Velocity Clearing, BDB is the seller and clears externally
- Buy and Sell fills go back to the respective OEFs; BOT confirmation report goes to BDA and SLD confirmation report goes to BDB
- FIX message drop-copy to I-Clear on the externally clearing OEF side only, i.e. BDB / I-Clear submits to NSCC
- Opposite side trade in the facilitation account SELL vs BDA and BUY vs BDB
- Opposite side trade in the facilitation account vs the 0294 MPID on the internal cross blotter

3) A) OEF orders filled at an EMM1, OEF is BDA clearing externally; BDA is the buyer
- The BDA order is routed to EMM1 by Tor using the MPID TORB, which is the broker-dealer of record
- EMM1 sells to TORB and Tor sends a BOT confirmation report to BDA; in effect Tor BOT from EMM1 and SLD to BDA for clearing mechanics purpose, although TOR acts as an agent at all times
- FIX message drop-copy to I-Clear on the externally clearing OEF side only, i.e. BDA / I-Clear submits to NSCC
- This Street fill is booked to the Average Price account
- The corresponding compressed trade is booked to Tor's Facilitation Account BUY vs Average Price and SELL vs BDA
- Resulting positions and balances in all accounts are flat

3) B) OEF orders filled at a market maker EMM1, OEF is BDA clearing at Velocity Clearing; BDA is the buyer
- The BDA order is routed to EMM1 by Tor using the MPID TORB, which is the broker-dealer of record
- EMM1 sells to TORB and Tor sends a SLD confirmation report to BDA; in effect Tor BOT from EMM1 and SLD to BDA for clearing mechanics purpose, although TOR acts as an agent at all times
- No FIX drop copies are sent to I-Clear and nothing is submitted to NSCC
- This Street fills is booked to the Average Price account
- The corresponding compressed trade is booked to Tor's Facilitation Account vs Average Price account; BUY vs Average Price and SELL vs BDA
- Opposite side trade in Facilitation account vs 0294 MPID on the internal cross blotter

All trades are reported to Tor's clearing correspondent in a text formatted file as per their specification, at the end of the day.
      Y
      TOR ATS subscribes to Nasdaq's UTP Level 1 non-display usage for its own behalf. TOR ATS also subscribes to NYSE's Network A and B, non-display usage for its own behalf. The market data provider is ACTIV Financial, as noted in Part II, Item 6.
The market data is used to:
1) Record NBBO at the order arrival time
2) Price pegged orders
3) Validate the priced orders are within +/-5% band around NBBO. This aggressive limit order check rejects orders that are priced over 5% above (on buy orders) or below (on sell orders) the NBBO at time of receipt. Additionally, if the stock is priced less than $10.00, the aggressive limit order check uses a static value of $1.00 instead of 5%. 
4) Price the IOIs understood to be at NBBO
5) Monitor for short sale restrictions, trading halts and Limit Up Limit Down ("LULD").

During regular trading hours, should TOR ATS lose its connections to the market data feed, Tor will suspend trading in the ATS until the market data feed connection is reestablished. As mentioned in Part III, Item 20, Tor may suspend trading in the ATS if it determines its market data feed is providing inaccurate or unreliable data.  Tor does not maintain a backup market data feed.
      Y
      N
      N
      N
    
  

  ATS-N/MA
  N
  0001323893-22-000004
  
    0001323893
    XXXXXXXX
  
  013-00185
  TOR ATS
  This Material Amendment reflects changes to Part III Items 9, and 19. The change to Part III Item 9 pertains to the prioritization in the IOI books.  The change to Part III Item 19 reflects the changes in the fees charged by the ATS. These changes apply to all Subscribers and to the broker-dealer operator.
  LIVE
  
    false
    false
  

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