PUBLIC LAWS-CH. 686 -AUG. 22 , 1940 Trustee, etc., resig- nation restriction. Record to be kept. Notice of substitu- tion. Trust indenture, etc. , not meeting re- quirements. Validation. Liquidation of in- active trusts. depositor of or a principal underwriter for such trust, or to any affiliated person or agent of such depositor or underwriter, shall be allowed the trustee or custodian as an expense (except that provision may be made for the payment to any such person of a fee, not exceeding such reasonable amount as the Commis- sion may prescribe as compensation for performing bookkeeping and other administrative services, of a character normally per- formed by the trustee or custodian itself); and (D) that the trustee or custodian shall have possession of all securities and other property in which the funds of the trust are invested, all funds held for such investment, all equalization, redemption, and other special funds of the trust, and all income upon, accre- tions to, and proceeds of such property and funds, and shall segregate and hold the same in trust (subject only to the charges and collections allowed under clauses (A), (B), and (C)) until distribution thereof to the security holders of the trust; (3) provides, in substance, that the trustee or custodian shall not resign until either (A) the trust has been completely liqui- dated and the proceeds of the liquidation distributed to the security holders of the trust, or (B) a successor trustee or cus- todian, having the qualifications prescribed in paragraph (1), has been designated and has accepted such trusteeship or custodianship; and (4) provides, in substance, (A) that a record will be kept by the depositor or an agent of the depositor of the name and address of, and the shares issued by the trust and held by, every holder of any security issued pursuant to such instrument, insofar as such information is known to the depositor or agent; and (B) that whenever a security is deposited with the trustee in substitution for any security in which such security holder has an undivided interest, the depositor or the agent of the depositor will, within five days after such substitution, either deliver or mail to such security holder a notice of substitution, including an identification of the securities eliminated and the securities substituted, and a specification of the shares of such security holder affected by the substitution. (b) In the event that a trust indenture, agreement of custodian- ship, or other instrument pursuant to which securities of a registered unit investment trust are issued does not at the effective date of this title comply with the requirements of subsection (a), such instrument will be deemed to meet such requirements if a written contract or agreement binding on the parties and embodying such requirements has been executed by the depositor on the one part and the trustee or custodian on the other part, and three copies of such contract or agreement have been filed with the Commission. (c) Whenever the Commission has reason to believe that a unit investment trust is inactive and that its liquidation is in the interest of the security holders of such trust, the Commission may file a complaint seeking the liquidation of such trust in the district court of the United States in any district wherein any trustee of such trust resides or has its principal place of business. A copy of such complaint shall be served on every trustee of such trust, and notice of the proceeding shall be given such other interested persons in such manner and at such times as the court may direct. If the court determines that such liquidation is in the interest of the secur- ity holders of such trust, the court shall order such liquidation and, after payment of necessary expenses, the distribution of the pro- ceeds to the security holders of the trust in such manner and on such terms as may to the court appear equitable. 828 [54 STAT.