54 STAT.] 76TH CONG. , 3D SESS.-CH. 686-AUG. 22 , 1940 (d) Notwithstanding subsection (a) and subsection (b) (2), a registered investment company may have a board of directors all the members of which, except one, are affiliated persons of the investment adviser of such company, or are officers or employees of such com- pany, if- (1) such investment company is an open-end company; 2) such investment adviser is registered under title II of this Act and such investment adviser is engaged principally in the business of rendering investment supervisory services as defined in title II; (3) no sales load is charged on securities issued by such invest- ment company; (4) any premium over net asset value charged by such com- pany upon the issuance of any such security, plus any discount from net asset value charged on redemption thereof, shall not in the aggregate exceed 2 per centum; (5) no sales or promotion expenses are incurred by such reg- istered company; but expenses incurred in complying with laws regulating the issue or sale of securities shall not be deemed sales or promotion expenses; (6) such investment adviser is the only investment adviser to such investment company, and such investment adviser does not receive a management fee exceeding 1 per centum per annum of the value of such company's net assets averaged over the year or taken as of a definite date or dates within the year; (7) all executive salaries and executive expenses and office rent of such investment company are paid by such investment adviser; and (8) such investment company has only one class of stock out- standing, each share of which has equal voting rights with every other share. (e) If by reason of the death, disqualification, or bona fide resigna- tion of any director or directors, the requirements of the foregoing provisions of this section in respect of directors shall not be met by a registered investment company, the operation of such provisions shall be suspended as to such registered company for a period of thirty days if the vacancy or vacancies may be filled by action of the board of directors, and for a period of sixty days if a vote of stockholders is required to fill the vacancy or vacancies, or for such longer period as the Commission may prescribe, by rules and regula- tions upon its own motion or by order upon application, as not inconsistent with the protection of investors. (f) No registered investment company shall knowingly purchase or otherwise acquire, during the existence of any underwriting or selling syndicate, any security (except a security of which such com- pany is the issuer) a principal underwriter of which is an officer, director, member of an advisory board, investment adviser, or employee of such registered company, or is a person (other than a company of the character described in section 12 (d) (3) (A) and (B)) of which any such officer, director, member of an advisory board, investment adviser, or employee is an affiliated person, unless in acquiring such security such registered company is itself acting as a principal underwriter for the issuer. The Commission, by rules and regulations upon its own motion or by order upon application, may conditionally or unconditionally exempt any transaction or classes of transactions from any of the provisions of this subsection, if and to the extent that such exemption is consistent with the protection of investors. (g) In the case of a registered investment company which has an advisory board, such board, as a distinct entity, shall be subject to 807 Exemption of affil- iates of investment advisers. Specific conditions, Filling of vacancies. Securities under- written by affliates. acquisition restricted. Exemptions. Advisory boards.