Moors & Cabot, Inc.

Allegations: SEC RULES 605, 606 OF REGULATION NMS, 10B-10, 17A-3, 17A-4, NASD RULES 2110, 3010, 3110, 6955(A) - MOORS & CABOT, INC. FAILED TO SHOW THE CORRECT TIME OF ORDER ENTRY AND/OR EXECUTION ON BROKERAGE ORDER MEMORANDA; FAILED TO SHOW THE CORRECT TERMS AND CONDITIONS ON BROKERAGE ORDER MEMORANDA; FAILED TO PRESERVE FOR A PERIOD OF NOT LESS THAN THREE YEARS, THE FIRST TWO IN AN ACCESSIBLE PLACE, BROKERAGE ORDER MEMORANDA. THE FIRM TRANSMITTED TO OATS REPORTS THAT CONTAINED INACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA; FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS EITHER ITS CORRECT CAPACITY IN TRANSACTIONS, THAT IT WAS A MARKET MAKER IN THE SECURITY TRANSACTED, OR THAT THE TRANSACTION WAS EXECUTED AT AN AVERAGE PRICE. THE FIRM MADE AVAILABLE A REPORT ON THE COVERED ORDERS IN NATIONAL MARKET SYSTEM SECURITIES IT RECEIVED FOR EXECUTION FROM ANY PERSON THAT CONTAINED INCORRECT INFORMATION AS TO NUMBER OF SHARES "EXECUTED AWAY," TIME REQUIRED TO EXECUTE ORDERS, AND ORDER TYPE/SIZE GROUPINGS. THE FIRM FAILED TO NOTIFY CUSTOMERS IN WRITING AT LEAST ANNUALLY OF THE AVAILABILITY ON REQUEST OF INFORMATION CONCERNING THE IDENTITY OF THE VENUE TO WHICH THE CUSTOMER'S ORDERS WERE ROUTED FOR EXECUTION IN THE SIX MONTHS PRIOR TO THE REQUEST. THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS AND NASD RULES CONCERNING REGISTRATION OF EMPLOYEES, ORDER HANDLING, BEST EXECUTION, ANTI-COMPETITIVE PRACTICES, TRADE REPORTING, SHORT SALE TRANSACTIONS, FIRM QUOTE COMPLIANCE, OATS, RECORD KEEPING AND INFORMATION BARRIERS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED, FINED $40,000 AND REQUIRED TO REVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDING REGISTRATION OF EMPLOYEES, ORDER HANDLING, BEST EXECUTION, ANTI-COMPETITIVE PRACTICES, TRADE REPORTING, SHORT SALE TRANSACTIONS, FIRM QUOTE COMPLIANCE, OATS, RECORD KEEPING AND INFORMATION BARRIERS WITHIN 30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERM OF AWC SATISFIED.

Allegations: FINRA RULES 2010, 7450(A), NASD RULE 3010 - MOORS & CABOT, INC. TRANSMITTED TO THE ORDER AUDIT TRAIL SYSTEM (OATS) EXECUTION OR COMBINED ORDER/EXECUTION REPORTS IMPROPERLY WITH A REPORTING EXCEPTION CODE OF "M" THAT WERE REQUIRED TO BE MATCHED TO A RELATED TRADE REPORT IN A FINRA TRANSACTION REPORTING SYSTEM. THE FIRM TRANSMITTED SOME EXECUTION OR COMBINED ORDER/EXECUTION REPORTS FOR ORDERS THAT WERE ROUTED AWAY FOR EXECUTION. THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS AND FINRA RULES CONCERNING OATS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED, FINED $30,000 AND REQUIRED TO REVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDING OATS WITHIN 30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. Summary: SUPERVISORY PROCEDURES HAVE BEEN REVISED AND IN CONJUCTION WITH OUR CLEARING FIRM THE FIRM HAS MADE THE NECESSARY CHANGES IN PROCESSING FOR ORDERS ROUTED AWAY FOR EXECUTION. DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: AT VARIOUS TIMES BETWEEN APRIL 2002 AND JUNE 2007 THE FIRM FAILED TO IMPLEMENT ONGOING AML TRAINING FOR APPROPRIATE PERSONNEL, FAILED TO IDENTIFY THE FIRM PERSONNEL RESPONSIBLE FOR REVIEWING THE AML EXCEPTION REPORTS, AND FAILED TO EVIDENCE THE REVIEW OF THOSE REPORTS. THE FIRM DID NOT CONDUCT AN INDEPENDENT TESTING OF ITS AML PROGRAM BETWEEN THE YEARS 2002-2004 AND DID NOT HAVE AN ADEQUATELY TRAINED PERSON CONDUCT THE TESTING FOR 2005 AND 2006 IN VIOLATION OF NASD RULE 3011. FROM JULY 2005 UNTIL OCTOBER 2005 THE FIRM FAILED TO ENSURE AND/OR DOCUMENT LOCATE INFORMATION ON SHORT SALES FOR APPROXIMATELY 18 TRANSACTIONS IN VIOLATION OF REGULATION SHO AND NASD RULE 2110; BETWEEN JANUARY AND AUGUST 2005 THE FIRM MISCLASSIFIED AN INVESTMENT IN A SUBSIDIARY AND AS AN ALLOWABLE ASSET AND AS A RESULT FAILED TO MAINTAIN SUFFICIENT NET CAPITAL, AND ACCURATELY COMPUTE AND REPORT ITS NET CAPITAL ON FOCUS REPORTS. BETWEEN OCTOBER 2005 AND JULY 2006 THE FIRM MAINTAINED THE REGISTRATION OF INDEPENDENT CONTRACTORS WHEN THEY WERE NO LONGER EMPLOYED AT THE FIRM BUT EMPLOYED BY A SUBSIDIARY OF THE FIRM IN VIOLATION OF NYSE RULE 345(A) AND NASD RULE 2110. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $165,000. Summary: THE CENSURE AND FINE WAS A RESULT OF EXCEPTIONS ON NYSE REGUALTORY EXAMINATIONS IN 2005 AND 2006. THE FIRM HAS MADE SIGNIFICANT IMPROVEMENTS IN PERSONNEL AND ITS SUPERVISORY SYSTEM IN AN EFFORT TO AVOID FUTURE EXCEPTIONS IN THESE AREAS. DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: SEC RULE 606 - MOORS & CABOT, INC., FOR SEVERAL CALENDAR QUARTERS, MADE PUBLICLY AVAILABLE REPORTS ON ITS ROUTING OF NON-DIRECTED ORDERS IN COVERED SECURITIES THAT WERE INCOMPLETE BECAUSE THEY DID NOT INCLUDE COVERED ORDERS FOR A PARTICULAR MARKET PARTICIPANT IDENTIFIER(MPID) OF THE FIRM. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $10,000. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: NASD RULES 6955(A) - MOORS & CABOT, INC. TRANSMITTED EXECUTION OR COMBINED ORDER/EXECUTION REPORTS TO THE ORDER AUDIT TRAIL SYSTEM (OATS) THAT CONTAINED INACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA. THE FIRM TRANSMITTED SOME REPORTS TO OATS IMPROPERLY WITH A REPORTING EXCEPTION CODE THAT WERE REQUIRED TO BE MATCHED TO A RELATED TRADE REPORT IN A FINRA TRANSACTION REPORTING SYSTEM AND TRANSMITTED TWO REPORTS TO OATS IT WAS NOT REQUIRED TO TRANSMIT. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $8,500. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: SEC RULES 605, 606 OF REGULATION NMS, 10B-10, 17A-3, 17A-4, NASD RULES 2110, 3010, 3110, 6955(A) - MOORS & CABOT, INC. FAILED TO SHOW THE CORRECT TIME OF ORDER ENTRY AND/OR EXECUTION ON BROKERAGE ORDER MEMORANDA; FAILED TO SHOW THE CORRECT TERMS AND CONDITIONS ON BROKERAGE ORDER MEMORANDA; FAILED TO PRESERVE FOR A PERIOD OF NOT LESS THAN THREE YEARS, THE FIRST TWO IN AN ACCESSIBLE PLACE, BROKERAGE ORDER MEMORANDA. THE FIRM TRANSMITTED TO OATS REPORTS THAT CONTAINED INACCURATE, INCOMPLETE OR IMPROPERLY FORMATTED DATA; FAILED TO PROVIDE WRITTEN NOTIFICATION DISCLOSING TO ITS CUSTOMERS EITHER ITS CORRECT CAPACITY IN TRANSACTIONS, THAT IT WAS A MARKET MAKER IN THE SECURITY TRANSACTED, OR THAT THE TRANSACTION WAS EXECUTED AT AN AVERAGE PRICE. THE FIRM MADE AVAILABLE A REPORT ON THE COVERED ORDERS IN NATIONAL MARKET SYSTEM SECURITIES IT RECEIVED FOR EXECUTION FROM ANY PERSON THAT CONTAINED INCORRECT INFORMATION AS TO NUMBER OF SHARES "EXECUTED AWAY," TIME REQUIRED TO EXECUTE ORDERS, AND ORDER TYPE/SIZE GROUPINGS. THE FIRM FAILED TO NOTIFY CUSTOMERS IN WRITING AT LEAST ANNUALLY OF THE AVAILABILITY ON REQUEST OF INFORMATION CONCERNING THE IDENTITY OF THE VENUE TO WHICH THE CUSTOMER'S ORDERS WERE ROUTED FOR EXECUTION IN THE SIX MONTHS PRIOR TO THE REQUEST. THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS, REGULATIONS AND NASD RULES CONCERNING REGISTRATION OF EMPLOYEES, ORDER HANDLING, BEST EXECUTION, ANTI-COMPETITIVE PRACTICES, TRADE REPORTING, SHORT SALE TRANSACTIONS, FIRM QUOTE COMPLIANCE, OATS, RECORD KEEPING AND INFORMATION BARRIERS. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED, FINED $40,000 AND REQUIRED TO REVISE ITS WRITTEN SUPERVISORY PROCEDURES REGARDING REGISTRATION OF EMPLOYEES, ORDER HANDLING, BEST EXECUTION, ANTI-COMPETITIVE PRACTICES, TRADE REPORTING, SHORT SALE TRANSACTIONS, FIRM QUOTE COMPLIANCE, OATS, RECORD KEEPING AND INFORMATION BARRIERS WITHIN 30 BUSINESS DAYS OF ACCEPTANCE OF THIS AWC BY THE NAC. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: THE FIRM FAILED, WITHIN 90 SECONDS AFTER EXECUTION, TO TRANSMIT THROUGH ACT, 301 LAST SALE REPORTS OF TRANSACTIONS IN NMM SECURITIES. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $7,500.00. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: VIOLATION OF NASD MARKETPLACE RULE 6230(A) AND NASD CONDUCT RULE 2110 AND 3010. THE FIRM FAILED TO REPORT TO TRACE TRANSACTIONS IN TRACE ELIGIBLE SECURITIES WITH 45 MINUTES AFTER EXECUTION. THESE LATE TRANSACTIONS CONSTITUTED 68 PERCENT OF ALL TRANSACTIONS IN TRACE SECS THAT MCBT WAS REQUIRED TO REPORT TO TRACE DURING THE REVIEW PERIOD. THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLE DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TO THE TRACE REPORTING. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, FIRM WAS CENSURED AND FINED $17,000. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: RESPONDENT MEMBER SUBMITTED TO OATS REPORTS WITH EQUITY SECURITIES TRADED ON THE NASDAQ STOCK MARKET THAT WERE NOT IN THE ELECTRONIC FORM PRESCRIBED BY NASD. THE FINDINGS ALSO STATED THAT THE REPORTS WERE REJECTED BY OATS AND NOTICE OF SUCH REJECTION WAS MADE AVAILABLE TO THE FIRM ON THE OATS WEBSITE, BUT THE FIRM FAILED TO CORRECT OR REPLACE 100 PERCENT OF THE REPORTS. NASD FOUND THAT THE FIRM FAILED TO ENFORCE ITS WRITTEN SUPERVISORY PROCEDURES WHICH SPECIFIED THAT REJECTED REPORTABLE ORDER EVENTS NOT "ASSOCIATED WITH A NEW ORDER OR CANCEL/REPLACE REPORT MUST BE REPAIRED WITHIN FIVE BUSINESS DAYS Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, MOORS & CABOT, INC. CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED $11,000. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: 1.VIOLATED EXCHANGE RULE 342(A) AND (B), IN THAT IT:(A)FAILED TO ADEQUATELY ENSURE REASONABLE SYSTEMS FOR SUPERVISION, REVIEW, AND FOLLOW-UP OF ERROR ACCOUNT TRANSACTIONS BY ONE OF THE FIRM'S EMPLOYEES WHO WAS THE FIRM'S DESIGNATED SENIOR SUPERVISING FLOOR BROKER; AND (B)FAILED TO PROVIDE FOR APPROPRIATE SUPERVISORY CONTROL OF ELECTRONIC COMMUNICATIONS WITH THE PUBLIC AND COMPLIANCE WITH EXCHANGE REQUIREMENTS FOR INDEPENDENT CONTRACTORS. 2.ENGAGED IN CONDUCT INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OF TRADE IN THAT IT FAILED TO COMPLY WITH AN EXCHANGE SANCTION INVOLVING AN UNDERTAKING.3.VIOLATED EXCHANGE RULE 345(A)/02 ON ONE OR MORE OCCASIONS IN THAT IT: (A)PERMITTED APPROXIMATELY 41 PERSONS WHO HAD NOT BEEN APPROVED BY THE EXCHANGE TO PERFORM SERVICES FOR THE FIRM AS INDEPENDENT CONTRACTORS; AND (B)FAILED TO GIVE THE EXCHANGE PROPER NOTICE THAT APPROXIMATELY 41 INDIVIDUALS NO LONGER MAINTAINED AN INDEPENDENT CONTRACTOR RELATIONSHIP WITH THE FIRM.4.VIOLATED EXCHANGE RULE 440 AND SEA RULE 17A-4 IN THAT IT FAILED TO PRESERVE:(A)ELECTRONIC OMMUNICATIONS IN A NON-REWRITEABLE, NON-ERASEABLE FORMAT (SEA RULE 17A-4(F)(2)(II)(A)); AND (B) COPIES OF OUTGOING ELECTRONIC COMMUNICATIONS IN A READILY RETRIEVABLE MANNER (SEA RULE 17A-4(B)(4)).5.VIOLATED EXCHANGE RULE 342.17 IN THAT IT FAILED TO ESTABLISH ADEQUATE PROCEDURES FOR ITS REVIEW OF ELECTRONIC COMMUNICATIONS WITH THE PUBLIC.6.VIOLATED EXCHANGE RULE 351(D) IN THAT DURING THE PERIOD JULY 2001 TO JUNE 2002 IT MISREPORTED SEVEN CUSTOMER COMPLAINTS. 7.VIOLATED EXCHANGE RULE 304(H) IN THAT IT FAILED TO REGISTER TWO AFFILIATED ENTITIES AS APPROVED PERSONS. Status: Final Sanction Detail: **8/5/05**HPD 05-83 - ISSUED BY THE NYSE HEARING PANEL ALLEGATIONS:1.VIOLATED EXCHANGE RULE 342(A) AND (B), IN THAT IT;(A)FAILED TO ADEQUATELY ENSURE REASONABLE SYSTEMS FOR SUPERVISION, REVIEW, AND FOLLOW-UP OF ERROR ACCOUNT TRANSACTIONS BY ONE OF THE FIRM'S EMPLOYEES WHO WAS THE FIRM'S DESIGNATED SENIOR SUPERVISING FLOOR BROKER; AND (B)FAILED TO PROVIDE FOR APPROPRIATE SUPERVISORY CONTROL OF ELECTRONIC COMMUNICATIONS WITH THE PUBLIC AND COMPLIANCE WITH EXCHANGE REQUIREMENTS FOR INDEPENDENT CONTRACTORS. 2.ENGAGED IN CONDUCT INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OF TRADE IN THAT IT FAILED TO COMPLY WITH AN EXCHANGE SANCTION INVOLVING AN UNDERTAKING.3.VIOLATED EXCHANGE RULE 345(A)/02 ON ONE OR MORE OCCASIONS IN THAT IT: (A)PERMITTED APPROXIMATELY 41 PERSONS WHO HAD NOT BEEN APPROVED BY THE EXCHANGE TO PERFORM SERVICES FOR THE FIRM AS INDEPENDENT CONTRACTORS; AND (B)FAILED TO GIVE THE EXCHANGE PROPER NOTICE THAT APPROXIMATELY 41 INDIVIDUALS NO LONGER MAINTAINED AN INDEPENDENT CONTRACTOR RELATIONSHIP WITH THE FIRM.4.VIOLATED EXCHANGE RULE 440 AND SEA RULE 17A-4 IN THAT IT FAILED TO PRESERVE:(A)ELECTRONIC COMMUNICATIONS IN A NON-REWRITEABLE, NON-ERASEABLE FORMAT (SEA RULE 17A-4(F)(2)(II)(A)); AND (B)COPIES OF OUTGOING ELECTRONIC COMMUNICATIONS IN A READILY RETRIEVABLE MANNER (SEA RULE 17A-4(B)(4)).5.VIOLATED EXCHANGE RULE 342.17 IN THAT IT FAILED TO ESTABLISH ADEQUATE PROCEDURES FOR ITS REVIEW OF ELECTRONIC COMMUNICATIONS WITH THE PUBLIC. 6.VIOLATED EXCHANGE RULE 351(D) IN THAT DURING THE PERIOD JULY 2001 TO JUNE 2002 IT MISREPORTED SEVEN CUSTOMER COMPLAINTS.7.VIOLATED EXCHANGE RULE 304(H) IN THAT IT FAILED TO REGISTER TWO AFFILIATED ENTITIES AS APPROVED PERSONS.SANCTION:CONSENT TO CENSURE AND A $250,000 FINE. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: SECTION 17(A) OF THE SECURITIES ACT OF 1934, RULE 17A-3 THEREUNDER, NASD RULES 2110, 3110, 6320, MSRB RULES G-8 AND G-14: RESPONDENT MEMBER FIRM FAILED TO REPORT TO TRACE CORPORATE BOND TRANSACTIONS; FAILED TO TIMELY REPORT TRANSACTIONS TO THE MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB); ITS ORDER TICKETS FOR MUNICIPAL SECURITIES TRANSACTIONS, CORPORATE BOND TRANSACTIONS AND GOVERNMENT BOND TRANSACTIONS DID NOT INDICATE WHETHER THE TRANSACTIONS WERE SOLICITED OR UNSOLICITED AND IN WHAT CAPACITY RESPONDENT FIRM WAS ACTING. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENT MEMBER FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $75,000. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: NASD RULES 2110, 3010, 3110, 6130(D), 6953 AND SEC RULE 17A-3- WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRM CONSENTED TO THE ENTRY OF FINDINGS THAT IT ERRONEOUSLY REPORTED TO ACT THAT RESPONDENT WAS ACTING IN A PRINCIPAL CAPACITY IN 10 TRANSACTION WHEN IN FACT IT WAS ACTING AS AN AGENT WHILE PARTY TO THOSE TRANSACTIONS. THE COMPLAINT ALSO ALLEDGES THAT THE FIRM FAILED TO SHOW THE CORRECT TIME OF ENTRY ON THE MEMORANDUM OF 63 BROKERAGE ORDERS. THE COMPLAINT FURTHER ALLEDGES THAT THE FIRM FAILED TO SYNCHRONIZE IT'S BUSINESS CLOCKS THAT ARE USED FOR PURPOSE OF RECORDING THE DATE AND TIME OF ANY EVENT THAT MUST BE RECORDED PERSUANT TO THE BY-LAWS OR RULES OF THE ASSOCIATION. IN ADDITION, THE FIRM FAILED TO FILE FREE RIDING AND WITHHOLDING QUESTIONARES IN 6 INSTANCES WITH THE ASSOIATION AND FAILED TO COMPLETE ONE SUCH QUESTIONARE IN IT'S ENTIRETY. THE FIRM ALSO FAILED TO ESTABLISH, MAINTAIN AND OR INFORCE WRITTEN SUPERVISORY PRODECURES RESONABLY DESIGNED TO ACHEIVE COMPLIANCE WITH APPLICABLE SECURITIES LAWS AND REGULATIONS, AND WITH THE APPLICABLE RULES OF THIS ASSOCIATION RELATING TO TRADE REPORTING RECORD KEEPING AND THE COMPLETION AND FILING OF FREERIDING AND WITHOLDING QUESTIONARES. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $20500.00; THE FIRM SHALL ALSO REVISE IT'S WRITTEN SUPERVISORY PROCEDURES RELATED TO THE FILING AND COMPLETION OF FREERIDING AND WITHOLDING QUESTIONARES. THE REVISED WSPS SHALL BE SUBMITTED TO THE NASD WITHIN THIRTY BUSINESS DAYS OR ACCEPTANCE OF THIS AWC. Summary: DISCLOSURE ASSOCIATED WITH BROKER DEALER. TERMS OF AWC SATISFIED.

Allegations: FOR THE PERIOD 10/1/2012 - 12/31/2012 THE FIRM TRANSMITTED TO OATS 37 COMBINED ORDER/EXECUTION REPORTS THAT CONTAIONED INACCURATE, INCOMPLETE, OR IMPROPERLY FORMATTED DATA, SUBMITTED 9 COMBINED ORDER/EXECUTION REPORTS IT WAS NOT REQUIRED TO REPORT, AND SUBMITTED 36 RELATED STREET SIDE PROPRIETARY ORDERS IN WHICH THE FIRM POPULATED AN INCORRECT ACCOUNT TYPE CODE IN VIOLATION OF FINRA RULE 7450(A) Status: Final Sanction Detail: THE FIRM CONSENTED WITHOUT ADMITTING OR DENYING THE FINDINGS TO A CENSURE AND $7,500 FINE Summary: MONETARY FINE SATISFIED. ACTION IS CLOSED.

Allegations: THE SEC ALLEGED THAT MOORS & CABOT BREACHED ITS FIDUCIARY DUTY TO ADVISORY CLIENTS THROUGH ITS FAILURE, BETWEEN AT LEAST FEBRUARY 2017 AND SEPTEMBER 2021, TO FULLY AND FAIRLY DISCLOSE MATERIAL FACTS AND CONFLICTS OF INTEREST ASSOCIATED WITH CERTAIN REVENUE SHARING PAYMENTS AND FINANCIAL INCENTIVES THAT MOORS & CABOT RECEIVED FROM ITS CLEARING BROKER-DEALERS. THE CLEARING FIRMS PROVIDED REVENUE SHARING PAYMENTS AND CERTAIN FINANCIAL INCENTIVES RELATED TO BANK DEPOSIT SWEEP PROGRAMS, MARGIN LOANS, POSTAGE & HANDLING CHARGES AND TRANSITION ASSISTANCE IN THE FORM OF FORGIVABLE LOANS. VIEWING THE REVENUE SHARING PAYMENTS AND FINANCIAL INCENTIVES AS PRESENTING CONFLICTS OF INTEREST, THE SEC ALLEGED THAT M&C DID NOT ADEQUATELY DISCLOSE THEM TO ITS ADVISORY CLIENTS. ACCORDING TO THE SEC, M&C ALSO FAILED TO DISCLOSE TO ADVISORY CLIENTS ITS PRIOR DISCIPLINARY HISTORY ON ITS FORM ADV AND FAILED TO DISCLOSE TO CERTAIN ADVISORY CLIENTS AND PROSPECTIVE CLIENTS MATERIAL DISCIPLINARY HISTORIES FOR TWO INVESTMENT ADVISER REPRESENTATIVES. IN ADDITION, M&C FAILED TO IMPLEMENT WRITTEN COMPLIANCE POLICIES AND PROCEDURES REASONABLY DESIGNED TO PREVENT VIOLATIONS OF THE INVESTMENT ADVISERS ACT OF 1940 IN CONNECTION WITH THE DISCLOSURE OF REVENUE SHARING, FEE MARKUPS, FINANCIAL INCENTIVES, CONFLICTS OF INTEREST, AND DISCIPLINARY HISTORIES. Status: Final Sanction Detail: M&C WAS CENSURED, ORDERED TO CEASE AND DESIST AND PAY DISGORGEMENT OF $1,436,182 AND PRE-JUDGEMENT INTEREST OF OF $88,274. IN ADDITION, THE FIRM WAS ORDERED TO PAY A CIVIL PENALTY OF $375,000 AND REQUIRED TO COMPLY WITH THE UNDERTAKINGS IN THE ORDER. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM HAS SUBMITTED AN OFFER OF SETTLEMENT WHICH THE SEC HAS ACCEPTED. IN DETERMINING TO ACCEPT THE OFFER, THE SEC CONSIDERED REMEDIAL ACTS UNDERTAKEN PROMPTLY BY M&C AS WELL AS ITS COOPERATION WITH THE SEC STAFF. IN ACCORDANCE WITH THE ORDER, M&C SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING AND FUTURE VIOLATIONS OF THE INVESTMENT ADVISERS ACT OF 1940 AND RULES PROMULGATED THEREUNDER. M&C WAS CENSURED AND MUST PAY DISGORGEMENT OF $1,436,182, PREJUDGEMENT INTEREST OF OF $88,274, AND AA CIVIL PENALTY OF $375,000; IN ADDITION, M&C MUST COMPLY WITH THE UNDERTAKINGS IN THE SEC ORDER.