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D is corrent because the antifraud provisions of the 1934 Act apply to all transactions involving interstate commerce whether or not the corporation involved has to register under the 1934 Act.
A is incorrect because corporations not required to comply with the 1934 Act are exempt from following the provisions dealing with the filing of periodic and annual reports.
B is incorrect because a corporation which is exempt from registration under the 1934 Act will not be required to comply with the proxy provisions of the Act.
C is incorrect because a corporation which is exempt from registration under the 1934 Act will not be required to comply with the Act’s provisions imposing internal accounting controls.