15 U.S.C. § 80a–13 | Changes in investment policy

(a)

Prohibited actions for registered investment companies

No registered investment company shall, unless authorized by the vote of a majority of its outstanding voting securities—

(1)

change its subclassification as defined in section 80a–5(a)(1) and (2) of this title or its subclassification from a diversified to a nondiversified company;

(2)

borrow money, issue senior securities, underwrite securities issued by other persons, purchase or sell real estate or commodities or make loans to other persons, except in each case in accordance with the recitals of policy contained in its registration statement in respect thereto;

(3)

section 80a–8(b)(3) of this title deviate from its policy in respect of concentration of investments in any particular industry or group of industries as recited in its registration statement, deviate from any investment policy which is changeable only if authorized by shareholder vote, or deviate from any policy recited in its registration statement pursuant to ; or

(4)

change the nature of its business so as to cease to be an investment company.

(b)

Majority equivalent for common-law trusts

section 80a–16(c) of this title section 80a–2(a) of this titleIn the case of a common-law trust of the character described in , either written approval by holders of a majority of the outstanding shares of beneficial interest or the vote of a majority of such outstanding shares cast in person or by proxy at a meeting called for the purpose shall for the purposes of subsection (a) be deemed the equivalent of the vote of a majority of the outstanding voting securities, and the provisions of paragraph (42) of as to a majority shall be applicable to the vote cast at such a meeting.

(c)

Limitation on actions

(1)

In general

Notwithstanding any other provision of Federal or State law, no person may bring any civil, criminal, or administrative action against any registered investment company, or any employee, officer, director, or investment adviser thereof, based solely upon the investment company divesting from, or avoiding investing in, securities issued by persons that the investment company determines, using credible information available to the public—

(A)

50 U.S.C. 1701 conduct or have direct investments in business operations in Sudan described in section 3(d) of the Sudan Accountability and Divestment Act of 2007 ( note); or

(B)

section 8532(c) of title 22 engage in investment activities in Iran described in .

(2)

Applicability

(A)

Rule of construction

Nothing in paragraph (1) shall be construed to create, imply, diminish, change, or affect in any way whether or not a private right of action exists under subsection (a) or any other provision of this chapter.

(B)

Disclosures

Paragraph (1) shall not apply to a registered investment company, or any employee, officer, director, or investment adviser thereof, unless the investment company makes disclosures in accordance with regulations prescribed by the Commission.

(3)

Person defined

For purposes of this subsection the term “person” includes the Federal Government and any State or political subdivision of a State.

Aug. 22, 1940, ch. 686 54 Stat. 811 Pub. L. 91–547Dec. 14, 197084 Stat. 1414 Pub. L. 94–29, § 28(4)June 4, 197589 Stat. 165 Pub. L. 110–174, § 4(a)Dec. 31, 2007121 Stat. 2519 Pub. L. 111–195, title IIJuly 1, 2010124 Stat. 1343(, title I, § 13, ; , §§ 2(b), 3(d), , , 1415; , , ; , , ; , §§ 203(a), 205(b)(1), , , 1345.)

Amendment of Section

section 8551(a) of Title 22For termination of subsection (c)(1)(B) of this section, see , Foreign Relations and Intercourse.

section 12 of Pub. L. 110–174For termination of amendment by , see Termination Date of 2007 Amendment note below.

Editorial Notes

References in Text

section 3(d) of Pub. L. 110–174 section 1701 of Title 50Section 3(d) of the Sudan Accountability and Divestment Act of 2007, referred to in subsec. (c)(1)(A), is , which is set out in a note under , War and National Defense.

Amendments

Pub. L. 111–195, § 203(a)2010—Subsec. (c)(1). , amended par. (1) generally. Prior to amendment, text read as follows: “Notwithstanding any other provision of Federal or State law, no person may bring any civil, criminal, or administrative action against any registered investment company, or any employee, officer, director, or investment adviser thereof, based solely upon the investment company divesting from, or avoiding investing in, securities issued by persons that the investment company determines, using credible information that is available to the public, conduct or have direct investments in business operations in Sudan described in section 3(d) of the Sudan Accountability and Divestment Act of 2007.”

Pub. L. 111–195, § 205(b)(1)Subsec. (c)(2)(A). , amended subpar. (A) generally. Prior to amendment, text read as follows: “Paragraph (1) does not prevent a person from bringing an action based on a breach of a fiduciary duty owed to that person with respect to a divestment or non-investment decision, other than as described in paragraph (1).”

Pub. L. 110–1742007—Subsec. (c). , §§ 4(a), 12, temporarily added subsec. (c). See Termination Date of 2007 Amendment note below.

Pub. L. 94–29 section 80a–16(c) of this title section 80a–16 of this title1975—Subsec. (b). substituted “” for “subsection (b) of ”.

Pub. L. 91–547, § 3(d)1970—Subsec. (a)(3). , prohibited deviation from any investment policy which is changeable only if authorized by shareholder vote, substituted “section 8(b)(3)” for “section 8(b)(2)”, and in the latter deviation provision struck out “fundamental” before “policy”.

Pub. L. 91–547, § 2(b)Subsec. (b). , substituted reference to “paragraph (42)” for “paragraph (40)”.

Statutory Notes and Related Subsidiaries

Effective Date of 2010 Amendment

Pub. L. 111–195, title II, § 205(b)(2)July 1, 2010124 Stat. 1345

Public Law 110–174 50 U.S.C. 1701“The amendment made by paragraph (1) [amending this section] shall apply as if included in the Sudan Accountability and Divestment Act of 2007 (; note).”

, , , provided that:

Termination Date of 2007 Amendment

Pub. L. 110–174 section 12 of Pub. L. 110–174 section 1701 of Title 50Amendment by to terminate 30 days after the date on which the President has certified to Congress that the Government of Sudan has honored certain commitments, see , set out in a note under , War and National Defense.

July 1, 201015 U.S.C. 80a–13(c)“Not later than 120 days after the date of the enactment of this Act [], the Securities and Exchange Commission shall issue any revisions the Commission determines to be necessary to the regulations requiring disclosure by each registered investment company that divests itself of securities in accordance with section 13(c) of the Investment Company Act of 1940 [] to include divestments of securities in accordance with paragraph (1)(B) of such section, as added by subsection (a) of this section.”