PUBLIC LAWS-CH. 68-AUG. 22 , 1940 Investigation and report. Investment adviser. Contract require- ments. Principal under- writer. Contract require- ments. ments have been made with such company by not more than twenty-five responsible persons to purchase from it securities to be issued by it for an aggregate net amount which plus the then net worth of the company, if any, will equal at least $100,000; (B) that said aggregate net amount will be paid in to such com- pany before any subscriptions for such securities will be accepted from any persons in excess of twenty-five; (C) that arrange- ments will be made whereby any proceeds so paid in, as well as any sales load, will be refunded to any subscriber on demand without any deduction, in the event that the net proceeds so received by the company do not result in the company having a net worth of at least $100,000 within ninety days after such registration statement becomes effective. At any time after the occurrence of the event specified in clause (C) of paragraph (3) of this subsection the Commission may issue a stop order suspending the effectiveness of the registration statement of such securities under the Securities Act of 1933 and may suspend or revoke the registration of such company under this title. (b) The Commission is authorized, at such times as it deems that any substantial further increase in size of investment companies creates any problem involving the protection of investors or the public interest, to make a study and investigation of the effects of size on the investment policy of investment companies and on security mar- kets, on concentration of control of wealth and industry, and on com- panies in which investment companies are interested, and from time to time to report the results of its studies and investigations and its recommendations to the Congress. INVESTMENT ADVISORY AND UNDERWRITING CONTRACTS SEC. 15. (a) After one year from the effective date of this title it shall be unlawful for any person to serve or act as investment adviser of a registered investment company, except pursuant to a written contract, which contract, whether with such registered company or with an investment adviser of such registered company, unless in effect prior to March 15, 1940, has been approved by the vote of a majority of the outstanding voting securities of such registered company and- (1) precisely describes all compensation to be paid thereunder; (2) shall continue in effect for a period more than two years from the date of its execution, only so long as such continuance is specifically approved at least annually by the board of direc- tors or by vote of a majority of the outstanding voting securities of such company; (3) provides, in substance that it may be terminated at any time, without the payment of any penalty, by the board of direc- tors of such registered company or by vote of a majority of the outstanding voting securities of such company on not more than sixty days written notice to the investment adviser; and (4) provides, in substance, for its automatic termination in the event of its assignment by the investment adviser. (b) After one year from the effective date of this title, it shall be unlawful for any principal underwriter for a registered open-end company to offer for sale, sell, or deliver after sale any security of which such company is the issuer, except pursuant to a written con- tract with such company, which contract, unless in effect prior to March 15, 1940-- (1) shall continue in effect for a period more than two years from the date of its execution, only so long as such continuance [54 STAT.
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