‘IOHYH3
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`U.S.C. Title 15- COMMERCE AND TRADE
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`15 U.S.C.
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`United States Code, 1996 Edition
`Title 15 - COMMERCE AND TRA DB
`CHAPTER 23 - SECURITIES EXCHANGES
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`Sec. 780 — Registration and regulation ofbrokers and dealers
`Fromthe US. Government Printing Office, ngg ggy
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`§780. Registration and regulation of brokers and dealers
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`(a) Registration of all persons utilizing exchange facilities to effect trans actions; exemptions
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`(I) It shall be unlawful for any broker or dealer which is either a person other than a natural person or a
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`natural person not associated with a broker or dealer which is a person other than a natural person (other
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`than such a broker or dealer whose business is exclusively intrastate and who does not make use of any
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`ficility of a national securities exchange) to make use ofthe mails or any means or instrumentality of
`interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of,
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`any security (other than an exempted security or commercial paper, bankers” acceptances, or commercial
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`bills) unless such broker or dealer is registered in accordance with subsection (b) ofthis section
`(2) The Commission, by rule or order, as it deems consistent with the public interest and the protection of
`investors, may conditionally or unconditionally exempt from paragraph (1) ofthis subsection any broker or
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`dealer or class ofbrokers or dealers specified in such rule or order.
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`(b) Manner of registration of brokers and dealers
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`(l) A broker or dealer may be registered by filing with the Commission an application for registration in
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`such form and containing such information and documents concerning such broker or dealer and any
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`persons associated with such broker or dealer as the Commission, by rule, may prescribe as necessary or
`appropriate in the public interest or for the protection ofinvestors. Within forty— five days ofthe date ofthe
`filing of such application (or within such longer period as to which the applicant consents), the Commission
`shall—
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`(A) by order grant registration, or
`(B) institute proceedings to detennine whether registration should be denied. Such proceedings shall
`include notice ofthe grounds for denial under consideration and opportunity for hearing and shall be
`concluded within one hundred twenty days of the date ofthe filing ofthe application for registration At
`the conclusion of such proceedings, the Commission, by order, shall grant or deny such registration. The
`order granting registration shall not be efliecrive until such broker or dealer has become a member ofa
`registered securities association, or until such broker or dealer has become a member ofa national
`securities exchange if such broker or dealer effects transactions solely on that exchange, unless the
`Commission has exempted such broker or dealer, by rule or order, 'lrom such membership. The
`Commission may extend the time for conclusion of such proceedings for up to ninety days if it finds good
`cause for such extension and publishes its reasons ibr so finding or for such longer period as to which the
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`applicant consents.
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`The Commission shall gant such registration ifthe Commission finds that the requirements ofthis section
`are satisfied. The Commission shall deny such registration if it does not make such a finding or if it finds that
`ifthe applicant were so registered, its registration would be subject to suspension or revocation under
`paragraph (4) ofthis subsection
`Liberty Mutual Exhibit 1053
`Liberty Mutual v. Progressive
`CBM2013-00009
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`(2)(A) An application for registration ofa broker or dealer to be formed or organized may be made by a
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`broker or dealer to which the broker or dealer to be formed or organized is to be the successor. Such
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`application, in such form as the Commission, by rule, may prescribe, shall contain such information and
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`documents concerning the applicant, the successor, and any persons associated with the applicant or the
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`successor, as the Commission, by rule, may prescribe as necessary or appropriate in the public interest or
`for the protection ofinvestors. The grant or denial ofregistration to such an applicant shall be in accordance
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`with the procedures set tbrth in paragraph (1) of this subsection. Ifthe Commission grants such registration,
`the registration shall terminate on the forty- filth day after the effective date thereof; unless prior thereto the
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`successor shall, in accordance with such rules and regulations as the Commission may prescribe, adopt the
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`application for registration as its own.
`(B) Any person who is a broker or dealer solely by reason of acting as a municipal securities dealer or
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`rrrunicipal securities broker, who so acts through a separately identifiable department or division, and who so
`acted in such a manner on June 4, 1975, may, in accordance with such terms and conditions as the
`Commission, by rule, prescribes as necessary and appropriate in the public interest and for the protection of
`investors, register such separately identifiable department or division in accordance with this subsection. If
`any such department or division is so registered, the department or division and not such person himself shall
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`be the broker or dealer for purposes ofthis chapter.
`(C) Within six months ofthe date of the granting ofregistration to a broker or dealer, the Commission, or
`upon the authorization and direction ofthe Commission, a registered securities association or national
`securities exchange ofwhich such broker or dealer is a member, shall conduct an inspection ofthe broker or
`dealer to determine whether it is operating in conformity with the provisions ofthis chapter and the rules and
`regulations thereunder: Provided, however, That the Commission may delay such inspection of any class of
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`brokers or dealers for a period not to exceed six months.
`(3) Any provision ofthis chapter (other than section 78a ofthis title and subsection (a) ofthis section)
`which prohfljits any act, practice, or course ofbusiness ifthe mails or any means or instrtnnentality of
`interstate commerce is used in connection therewith shall also prohibit any such act, practice, or course of
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`business by any registered broker or dealer or any person acting on behalf ofsuch a broker or dealer,
`irrespective of any use of the mails or any means or instrurnentality of interstate commerce in connection
`therewith.
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`(4) The Commission, by order, shall censure, place limitations on the activities, functions, or operations
`ofi suspend for a period not exceeding twelve months, or revoke the registration of any broker or dealer if it
`finds, on the record alter notice and opportunity for hearing, that such censure, placing oflimitations,
`suspension, or revocation is in the public interest and that such broker or dealer, whether prior or
`subsequent to becoming such, or any person associated with such broker or deaier, whether prior or
`subsequent to becoming so associated—
`(A) has willfiilly made or caused to be made in any application for registration or report required to be
`filed with the Commission or with any other appropriate regulatory agency under this chapter, or in any
`proceeding before the Commission with respect to registration, any statement which was at the time and
`in the light ofthe circumstances under which it was made false or misleading with reSpect to any material
`fact, or has omitted to state in any such application or report any material fact which is required to be
`stated therein
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`(B) has been convicted within ten years preceding the filing of any application for registration or at any
`time thereaficr ofany felony or misdemeanor or of a substantially equivalent crime by a foreign court of
`competent jurisdiction which the Commission finds—
`(i) involves the purchase or sale of any security, the taking of a false oath, the making of a false
`report, bribery, perjury, burglary, any substantially equivalent activity however denominated by the
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`laws ofthe relevant foreign govemment, or conspiracy to commit any such ofi‘ensc;
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`(ii) arises out ofthe conduct of the business of a broker, dealer, municipal securities dealer,
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`government securities broker, government securities dealer, investment adviser, bank, insurance
`company, fiduciary, transfer agent, fineign person perfomiing a function substantially equivalent to any
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`of the above, or entity or person required to be registered under the Commodity Exchange Act (7
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`U.S.C. 1 et seq.) or any substantially equivalent foreign statute or regulation;
`(iii) involves the larceny, theft, robbery, extortion, forgery, cormterfeiting, fi'audulent concealment,
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`embezrlement, fiaudulent conversion, or misappropriation of funds, or securities, or substantially
`equivalent activity however denominated by the laws ofthe relevant foreign government; or
`(iv) involves the violation ofseetion 152, 1341, 1342, or 1343 or chapter 25 or 47 oftitle 18 or a
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`violation of a substantially equivalent foreign statute.
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`(C) is permanently or temporarily enjoined by order, judgment, or decree ofany court ofcompetent
`jurisdiction fiom acting as an investment adviser, underwriter, broker, dealer, municipal securities dealer,
`government securities broker, government securities dealer, transfer agent, foreign person perlbrming a
`function substantially equivalent to any ofthe above, or entity or person required to be registered under
`the Commodity Exchange Act or any substantially equivalent foreign statute or regulation, or as an
`affiliated person or employee of any investment company, bank, insurance company, foreign entity
`substantially equivalent to any ofthe above, or entity or person required to be registered under the
`Commodity Exchange Act or any substantially equivalent foreign statute or regulation, or from engaging in
`or continuing any conduct or practice in connection with any such activity, or in connection with the
`purchase or sale of any security.
`(D) has willfiully violated any provision ofthe Securities Act of 1933 [15 U.S.C. 77a et seq.], the
`Investment Advisers Act of 1940 [15 U.S.C. 8013—1 et seq], the lnvestrnent Company Act of 1940 [15
`U.S.C. SOa—l et seq], the Commodity Exchange Act, this chapter, the rules or regulations under any of
`such statutes, or the rules ofthe Municipal Securities Rulemaking Board, or is unable to comply with any
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`such provision.
`(E) has willfillly aided, abetted, counseled, commanded, induced, or procured the violation by any
`other person ofany provision ofthe Securities Act of 1933, the Investment Advisers Act of 1940, the
`Investment Company Act of 1940, the Commodity Exchange Act, this chapter, the rules or regulations
`under any of such statutes, or the rules ofthe Municipal Securities Rtflemaking Board, or has failed
`reasonably to supervise, with a view to preventing violations ofthe provisions ofsuch statutes, rules, and
`regulations, another person who commits such a violation, if. such other person is subject to his
`supervision For the purposes of this subparagraph (E) no person shall be deemed to have fiiiled
`reasonably to supervise any other person, i#—
`(i) there have been established procedures, and a system for applying such procedures, which would
`reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other
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`person, and
`(ii) such person has reasonably discharged the duties and obligations incumbent upon him by reason
`ofsuch procedures and system without reasonable cause to believe that Such procedures and system
`were not being complied with.
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`(F) is subject to an order ofthe Commission entered pursuant to paragraph (6) ofthis subsection (b)
`barring or suspending the right ofsuch person to be associated with a broker or dealer.
`(G) has been found by a foreign financial regulatory authority to have—
`(1) made or caused to be made in any application for registration or report required to be filed with a
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`foreign financial regulatory authority, or in any proceeding before a foreign financial regulatory authority
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`with reSpect to registration, any statement that was at the time and in the light ofthe circumstances
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`under which it was made filse or misleading with respect to any material fict, or has omitted to state in
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`any application or report to the foreign financial regulatory authority any material fact that is required to
`be stated therein;
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`(ii) violated any foreign statute or regulation regarding transactions in securities, or contracts ofsale
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`ofa commodity for future delivery, traded on or subject to the rules ofa contract market or any board
`of trade;
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`(iii) aided, abetted, counseled, commanded, induced, or procured the violation by any person of any
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`provision of any statutory provisions enacted by a foreign government, or rules or regulations
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`thereunder, empowering a foreign financial regulatory authority regarding transactions in securities, or
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`contracts of sale ofa commodity for fiiture delivery, traded on or subject to the rules ofa contract
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`market or any board oftrade, or has been found, by a foreign financial regulatory authority, to have
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`failed reasonably to supervise, with a view to preventing violations of such statutory provisions, rules,
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`and regulations, another person who commits such a violation, if such other person is subject to his
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`supervision.
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`(5) Pending final determination whether any registration under this subsection shall be revoked, the
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`Commission, by order, may su5pend such registration, if such su3pension appears to the Commission after
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`notice and opportunity for hearing, to be necessary or appropriate in the public interest or for the protection
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`ofinvestors. Any registered broker or dealer may, upon such terms and conditions as the Commission
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`deems necessary or appropriate in the public interest or for the protection of investors, withdraw fiom
`registration by filing a written notice of withdrawal with the Commission Ifthe Commission finds that any
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`registered broker or dealer is no longer in existence or has ceased to do business as a broker or dealer, the
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`Commission, by order, shall cancel the registration of such broker or dealer.
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`(6)(A) With respect to any person who is associated, who is seeking to become associated, or, at the
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`time ofthe alleged misconduct, who was associated or was seeking to become associated with a broker or
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`dealer, or any person participating, or, at the time of the alleged misconduct, who was participating, in an
`oflfering of any penny stock, the Commission, by order, shall censure, place limitations on the activities or
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`functions of such person, or suspend for a period not exceeding 12 months, or bar such person from being
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`associated with a broker or dealer, or from participating in an offering of penny stock, ifthe Commission
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`finds, on the record after notice and opportunity for a hearing, that such censure, placing of limitations,
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`suspension, or bar is in the public interest and that such personH
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`(i) has committed or omitted any act or omission enumerated in subparagraph (A), (D), 0r (E) of
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`paragraph (4) ofthis subsection;
`(ii) has been convicted of any oflbnse specified in subparagraph (B) of such paragraph (4) within 10
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`years ofthe commencement of the proceedings under this paragraph; or
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`(iii) is enjoined from any action, conduct, or practice specified in subparagraph (C) of such paragraph
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`(4).
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`(B) It shall be unlawfiilm
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`(1) for any person as to whom an order under subparagraph (A) is in efi‘ect, without the consent of the
`Commission, willfiilly to become, or to be, associated with a broker or dealer in contravention ofsuch
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`order, or to participate in an offering of penny stock in contravention of such order;
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`(it) for any broker or dealer to permit such a person, Without the consent ofthe Commission, to
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`become or remain, a person associated with the broker or dealer in contravention ofsuch order, ifsuch
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`broker or dealer knew, or in the exercise ofreasonable care should have known, of such order; or
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`(iii) for any broker or dealer to permit such a person, without the consent ofthe Commission, to
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`participate in an offering ofpenny stock in contravention of such order, if such broker or dealer knew, or
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`in the exercise ofreasonable care should have known, of such order and of such participation.
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`(C) For purposes ofthis paragraph, the term “person participating in an ofi‘ering ofpenny stock” includes
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`any person acting as any promoter, finder, consultant, agent, or other person who engages in activities with a
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`broker, dealer, or issuer for purposes ofthe issuance or trading in any penny stock, or inducing or
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`attempting to induce the purchase or sale ofany penny stock. The Commission may, by rule or regulation,
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`define such term to include other activities, and may, by rule, regulation, or order, exempt any person or
`class ofpersons, in whole or in part, conditionally or unconditionally, from such tenn.
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`(7) No registered broker or dealer or government securities broker or government securities dealer
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`registered (or required to register) under section 780—5(a)(1)(A) ofthis title shall efiect any transaction in, or
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`induce the purchase or sale of, any security unless such broker or dealer meets such standards of
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`operational capability and such broker or dealer and all natural persons associated with such broker or
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`dealer meet such standards oftraining, experience, competence, and such other qualifications as the
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`Commission finds necessary or appropriate in the public interest or for the protection of investors. The
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`Commission shall establish such standards by rules and regulations, which may—
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`(A) Specify that all or any portion of such standards shall be applicable to any class ofbrokers and
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`dealers and persons associated with brokers and dealers;
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`(B) require persons in any such class to pass tests prescribed in accordance with such rules and
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`regulations, which tests shall, with respect to any class ofpartners, officers, or supervisory employees
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`(which latter term may be defined by the Commission‘s rules and regulations and as so defined shall
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`include branch managers ofbrokers or dealers) engaged in the management ofthe broker or dealer,
`include questions relating to bookkeeping, accounting, internal control over cash and securities,
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`supervision of employees, maintenance ofrecords, and other appropriate matters; and
`(C) provide that persons in any such class other than brokers and dealers and partners, oflicers, and
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`supervisory employees ofbrokers or dealers, may be qualified solely on the basis of compliance with
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`such standards of training and such other qualifications as the Commission finds appropriate.
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`The Commission, by rule, may prescribe reasonable fees and charges to defiay its costs in can'ying out
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`this paragraph, including, but not limited to, flees for any test administered by it or under its direction. The
`Commission may cooperate with registered secmuies associations and national securities exchanges in
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`devising and administering tests and may require registered brokers and dealers and persons associated with
`such brokers and dealers to pass tests administered by or on behalf ofany such association or exchange and
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`to pay such association or exchange reasonable fees or charges to defiay the costs incurred by such
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`association or exchange in administering such tests.
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`(8) It shall be unlawful for any registered broker or dealer to effect any transaction in, or induce or
`attempt to induce the purchase or sale of, any security (other than or 1 commercial paper, bankers’
`acceptances, or commercial bills), unless such broker or dealer is a member ofa securities association
`registered pursuant to section 780—3 ofthis title or effects transactions in securities solely on a national
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`securities exchange ofwhich it is a member.
`(9) The Commission by rule or order, as it deems consistent with the public interest and the protection of
`investors, may conditionally or unconditionally exempt freni paragraph (8) ofthis subsection any broker or
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`dealer or class ofbrokers or dealers specified in such rule or order.
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`(10) For the purposes ofdetcnnining whether a person is subject to a statutory disqualification under
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`section 73f(c)(2), T80—3(g)(2), or 78q—1(b)(4)(A) ofthis title, the term “Commission” in paragraph (4)(B)
`as H
`ofthis subsection shall mean “exchange , association”, or “clearing agency’’, respectively.
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`(c) Use of manipulative or deceptive devices; contravention of rules and regulations
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`(1)(A) No broker or dealer shall make use ofthe mails or any means or instmmcntality of interstate
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`commerce to efi“ect any transaction in, or to induce or attempt to induce the purchase or sale of, any security
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`(other than commercial paper, bankers’ acceptances, or commercial bills) otherwise than on a national
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`securities exchange ofwhich it is a member by means ofany manipulative, deceptive, or other fraudulent
`device or contrivance.
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`(B) No municipal securities dealer shall make use of the mails or any means or instnmrentality ofinterstate
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`commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any
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`municipal security by means ofany manipulative, deceptive, or other fi'audulent device or contrivance.
`(C) No government securities broker or government securities dealer shall make use ofthe mails or any
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`means or instrumentality of interstate commerce to effect any transaction in, or to induce or attempt to
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`induce the purchase or sale of, any government security by means ofany manipulative, deceptive, or other
`fiaudulent device or contrivance.
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`(D) The Commission shall, for the purposes of this paragraph, by rules and regulations define such
`devices or contrivances as are manipulative, deceptive, or otherwise fraudulent.
`(E) The Commission shall, prior to adopting any rule or regulation under subparagraph (C), consult with
`and consider the views of the Secretary ofthe Treasury and each appropriate regulatory agency. If the
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`Secretary ofthe Treasury or any appropriate regulatory agency comments in writing on a proposed rule or
`regulation ofthe Commission under such subparagraph (C) that has been published for comment, the
`Commission shall respond in writing to such written comment before adopting the proposed rule. If the
`Secretary ofthe Treasury determines, and notifies the Commission, that such rule or regulation, if
`implemented, would, or as applied does (i) adversely afict the liquidity or efficiency ofthe market for
`government securities; or (ii) impose any burden on cornpetitiou not necessary or appropriate in furtherance
`ofthe purposes ofthis section, the Commission shall, prior to adopting the proposed rule or regulation, find
`that such rule or regulation is necessary and appropriate in furtherance ofthe purposes ofthis section
`notwithstanding the Secretary‘s determination
`(2)(A) No broker or dealer shall make use ofthe mails or any means or instrumentality of interstate
`commerce to eflisct any transaction in, or to induce or attempt to induce the purchase or sale of, any security
`(other than an exempted security or commercial paper, bankers’ acceptances, or commercial bifls)
`otherwise than on a national securities exchange ofwhich it is a member, in connection with which such
`broker or dealer engages in any fiaudulent, deceptive, or manipulative act or practice, or makes any
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`fictitious quotation.
`(B) No municipal securities dealer shall make use of the mails or any means or instrumentality of interstate
`commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale of, any
`municipal security in connection with which such municipal securities dealer engages in any fraudulent,
`deceptive, or manipulative act or practice, or makes any fictitious quotation.
`(C) No government securities broker or govemment securities dealer shall make use ofthe mails or any
`means or instrumentality ofinterstate commerce to effect any transaction in, or induce or attempt to induce
`the purchase or sale oi any government security in connection with which such govemment securities broker
`or government securities dealer engages in any fi‘audulent, deceptive, or manipulative act or practice, or
`makes any fictitious quotation.
`(D) The Commission shall, for the purposes of this paragraph, by rules and regulations define, and
`prescribe means reasonably designed to prevent, such acts and practices as are fi‘audulent, deceptive, or
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`manipulative and such quotations as are fictitious.
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`(E) The Commission shall, prior to adopting any rule or regulation under subparagraph (C), consult with
`and consider the Views of the Secretary ofthe Treasury and each appropriate regulatory agency. If the
`Secretary ofthe Treasury or any appropriate regulatory agency comments in writing on a proposed rule or
`regulation of the Commission under such subparagraph (C) that has been published for comment, the
`Commission shall respond in uniting to such written comnent before adapting the proposed rule. Ifthe
`Secretary of the Treasury determines, and notifies the Commission, that such rule or regulation, if
`implemented, would, or as applied does (1) adversely aifect the liquidity or eificiency ofthe market for
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`government securities; or (ii) impose any burden on competition not necessary or appropriate in fiirtherance
`ofthe purposes ofthis section, the Commission shall, prior to adopting the proposed rule or regulation, find
`that such rule or regulation is necessary and appropriate in fintherance ofthe purposes ofthis section
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`notwithstanding the Secretary’s determination.
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`(3) No broker or dealer (other than a government securities broker or government securities dealer,
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`except a registered broker or dealer) shall make use ofthe mails or any means or instrwrentality of interstate
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`commerce to either any transaction in, or to induce or attempt to induce the purchase or sale ofl any security
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`(other than an exempted security (except a government security) or commercial paper, bankers’
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`acceptances, or commercial bills) in contravention ofsuch rules and regulations as the Commission shall
`prescribe as necessary or appropriate in the public interest or for the protection of investors to provide
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`safeguards with respect to the financial responsibility and related practices ofbrokers and dealers including,
`but not limited to, the acceptance ofcustody and use of customers” securities and the carrying and use of
`customers’ deposits or credit balances. Such rules and regulations shall (A) require the maintenance of
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`reserves with reSpect to customers’ deposits or credit balances, and (B) no later than September 1, 1975,
`establish minimum financial responsibility requirennnts for all brokers and dealers.
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`(4) Ifthe Commission finds, after notice and opportunity for a hearing, that any person subject to the
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`provisions ofsection 78}, ?8m, ?'8n ofthis title or subsection (d) ofthis section or any rule or regulation
`thereunder has failed to comply with any such provision, rule, or regulation in any material reSpect, the
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`Commission may publish its findings and issue an order requiring such person, and any person who was a
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`cause of the failure to comply clue to an act or omission the person knew or should have known would
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`contribute to the failure to cornply, to comply, or to take steps to cflect compliance, with such provision or
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`such rule or regulation thereunder upon such terms and conditions and within such time as the Commission
`may Specify in such order.
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`(5) No dealer (other than a specialist registered on a national securities exchange) acting in the capacity of
`market maker or otherwise shall make use of the mails or any means or instrumentality ofinterstate
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`commerce to effect any transaction in, or to induce or attempt to induce the purchase or sale at any security
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`(other than an exempted security or a municipal security) in contravention of such specified and appropriate
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`standards with respect to dealing as the Commission, by rule, shall prescnbe as necessary or appropriate in
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`the public interest and for the protection of investors, to maintain fair and orderly markets, or to remove
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`impediments to and perfict the mechanism of a national market system Under the rules ofthe Commission a
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`dealer in a security may be prohibited from acting as a broker in that security.
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`(6) No broker or dealer shall make use ofthe mails or any means or instrurmntality of interstate
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`comtnerce to efiect any transaction in, or to induce or attempt to induce the purchase or sale ofl any security
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`(other than an exempted security, municipal security, commercial paper, bankers’ acceptances, or
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`commercial bills) in contravention of such rules and regulations as the Commission shall prescribe as
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`necessary or appropriate in the public interest and for the protection ofinvestors or to perfect or remove
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`impediments to a national system for the prompt and accurate clearance and settlement of securities
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`transactions, with respect to the time and method ofi and the form and format of documents used in
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`connection with, making settlements of and payments for transactions in securities, nnaking transfers and
`deliveries of securities, and closing accounts. Nothing in this paragraph shall be construed (A) to affect the
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`authority ofthe Board ofGovernors ofthe Federal Reserve System, pursuant to section 78g ofthis title, to
`prescribe rules and regulations for the purpose ofpreventing the excessive use of credit for the purchase or
`carrying of securities, or (B) to authorize the Commission to prescribe rules or regulations for such purpose.
`(7) In connection with any bid for or purchase of a government security related to an ofi‘ering of
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`government securities by or on behalf ofan issuer, no government securities broker, government securities
`dealer, or bidder for or purchaser ofsecun'ties in such oflering shall knowingly or willfiilly make any false or
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`misleading written statement or omit any fact necessary to make any written statement made not misleading.
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`(8) PROHIBITION 0F REFERRAL FEESr—NO broker or dealer, or person associated with a broker or dealer,
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`may solicit or accept, directly or indirectly, remuneration for assisting an attorney in obtaining the
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`representation of any person in any private action arising under this chapter or under the Securities Act of
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`1933 [15 U.S.C. Wu et seq.].
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`(d) Filing of supplementary and periodic information
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`Each issuer which has filed a registration statement containing an undertaking which is or becomes
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`operative under this subsection as in effect prior to August 20, 1964, and each issuer which shall after such
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`date file a registration statement which has become efliective pursuant to the Securities Act of 1933, as
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`amended [15 U.S.C. 77a et seq.], shall file with the Commission, in accordance with such rules and
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`regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the
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`protection ofinvestors, such supplementary and periodic information, documents, and reports as may be
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`required pursuant to section 78m ofthis title in respect of a security registered pursuant to section 78! ofthis
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`title. The duty to file under this subsection shall be automatically suspended if and so long as any issue of
`securities ofsuch issuer is registered pursuant to section TSI ofthis title. The duty to file under this subsection
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`shall also be automatically suspended as to any fiscal year, other than the fiscal year within which such
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`registration statement became effective, ifi at the beginning ofsuch fiscal year, the securities ofeach class to
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`which the registration statement relates are held ofrecord by less than three hundred persons. For the
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`purposes ofthis subs