110 STAT. 3420 PUBLIC LAW 104-290—OCT. 11, 1996 that are promptly remedied shall not constitute a refusal to pay fees. " (D) FEES NOT PERMITTED ON LISTED SECURITIES. —Notwithstanding subparagraphs (A), (B), and (C), no filing or fee may be required with respect to any security that is a covered security pursuant to subsection (b)(1), or will be such a covered security upon completion of the transaction, or is a security of the same issuer that is equal in seniority or that is a senior security to a security that is a covered security pursuant to subsection (b)(1). "(3) ENFORCEMENT OF REQUIREMENTS. —Nothing in this section shall prohibit the securities commission (or any agency or office performing like functions) of any State from suspending the offer or sale of securities within such State as a result of the failure to submit any filing or fee required under law and permitted under this section. "(d) DEFINITIONS.—For purposes of this section, the following definitions shall apply: "(1) OFFERING DOCUMENT.—The term 'offering document'— "(A) has the meaning given the term 'prospectus' in section 2(10), but without regard to the provisions of subparagraphs (A) and (B) of that section; and "(B) includes a communication that is not deemed to offer a security pursuant to a rule of the Commission. "(2) PREPARED BY OR ON BEHALF OF THE ISSUER. — Not later than 6 months after the date of enactment of the Securities Amendments Act of 1996, the Commission shall, by rule, define the term 'prepared by or on behalf of the issuer' for purposes of this section. "(3) STATE.— The term 'State' has the same meaning as in section 3 of the Securities Exchange Act of 1934. "(4) SENIOR SECURITY.— For purposes of this paragraph, the term 'senior security means any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.". 15 USC 78r note. (b) STUDY AND REPORT ON UNIFORMITY.— The Commission shall conduct a study, after consultation with States, issuers, brokers, and dealers, on the extent to which uniformity of State regulatory requirements for securities or securities transactions has been achieved for securities that are not covered securities (within the meaning of section 18 of the Securities Act of 1933, as amended by paragraph (1) of this subsection). Not later than 1 year after the date of enactment of this Act, the Commission shall submit a report to the Congress on the results of such study. SEC. 103. BROKER-DEALER EXEMPTIONS FROM STATE LAW. (a) IN GENERAL. —Section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) is amended by adding at the end the following new subsection: "(h) LIMITATIONS ON STATE LAW. — "(1) CAPITAL, MARGIN, BOOKS AND RECORDS, BONDING, AND REPORTS. — No law, rule, regulation, or order, or other administrative action of any State or political subdivision thereof shall establish capital, custody, margin, financial responsibility, making and keeping records, bonding, or financial or operational
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