54 STAT.] 76TH CONG., 3D SESS.-CH. 686 -AUG. 22, 1940 The provisions of this subsection (a) shall not apply to transactions of an investment company which are merely incidental to its dissolution. (b) No depositor or trustee of or underwriter for any investment company, organized or otherwise created under the laws of the United States or of a State and not having a board of directors, unless such company is registered under section 8 or exempt under section 6, shall directly or indirectly- (1) offer for sale, sell, or deliver after sale, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security of which such company is the issuer; or offer for sale, sell, or deliver after sale any such security or interest, having reason to believe that such security or interest will be made the subject of a public offering by use of the mails or any means or instrumentality of interstate commerce; (2) purchase, redeem, or otherwise acquire or attempt to acquire, by use of the mails or any means or instrumentality of interstate commerce, any security or any interest in a security of which such company is the issuer; or (3) sell or purchase for the account of such company, by use of the mails or any means or instrumentality of interstate com- merce, any security or interest in a security, by whomever issued. The provisions of this subsection (b) shall not apply to transactions which are merely incidental to the dissolution of an investment company. (c) No promoter of a proposed investment company, and no under- writer for such a promoter, shall make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly to offer for sale, sell, or deliver after sale, in connection with a public offering, any preorganization certificate or subscription for such a company. (d) No investment company, unless organized or otherwise created under the laws of the United States or of a State, and no depositor or trustee of or underwriter for such a company not so organized or created, shall make use of the mails or any means or instrumentality of interstate commerce, directly or indirectly, to offer for sale, sell, or deliver after sale, in connection with a public offering, any secur- ity of which such company is the issuer. Notwithstanding the pro- visions of this subsection and of section 8 (a), the Commission is authorized, upon application by an investment company organized or otherwise created under the laws of a foreign country, to issue a conditional or unconditional order permitting such company to reg- ister under this title and to make a public offering of its securities by use of the mails and means or instrumentalities of interstate commerce, if the Commission finds that, by reason of special cir- cumstances or arrangements, it is both legally and practically feasible effectively to enforce the provisions of this title against such com- pany and that the issuance of such order is otherwise consistent with the public interest and the protection of investors. REGISTRATION OF INVESTMENT COMPANIES SEC. 8. (a) Any investment company organized or otherwise created under the laws of the United States or of a State may regis- ter for the purposes of this title by filing with the Commission a notification of registration, in such form as the Commission shall by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. An investment company shall be deemed to be registered upon receipt by the Com- mission of such notification of registration. 803 Depositors, trus- tees, or underwriters. Activities forbid- den. Promoters of pro- posed investment companies. Activities forbid- den. Investment com- panies not organized, etc., under U. 8. or State laws. Activities forbid- den. Registration, etc.. permissible in certain cases. Filingofnotification of registration.
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