 |
United States Code (Last Updated: May 24, 2014) |
 |
Title 15. COMMERCE AND TRADE |
|
Chapter 2D. INVESTMENT COMPANIES AND ADVISERS |
|
SubChapter I. INVESTMENT COMPANIES |
§ 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) 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 section 80a–8(b)(3) of this title; or (4) change the nature of its business so as to cease to be an investment company. (b) Majority equivalent for common-law trusts In the case of a common-law trust of the character described in section 80a–16(c) of this title, 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) of this section be deemed the equivalent of the vote of a majority of the outstanding voting securities, and the provisions of paragraph (42) of section 80a–2(a) of this title 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) conduct or have direct investments in business operations in Sudan described in section 3(d) of the Sudan Accountability and Divestment Act of 2007 (50 U.S.C. 1701 note); or (B) engage in investment activities in Iran described in section 8532(c) of title 22. (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.
Amendments
For termination of subsection (c)(1)(B) of this section, see section 8551(a) of Title 22, Foreign Relations and Intercourse.
For termination of amendment by section 12 of Pub. L. 110–174, see Termination Date of 2007 Amendment note below.
References In Text
Section 3(d) of the Sudan Accountability and Divestment Act of 2007, referred to in subsec. (c)(1)(A), is section 3(d) of Pub. L. 110–174, which is set out in a note under section 1701 of Title 50, War and National Defense.
Amendments
2010—Subsec. (c)(1). Pub. L. 111–195, § 203(a), 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.”
Subsec. (c)(2)(A). Pub. L. 111–195, § 205(b)(1), 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).”
2007—Subsec. (c). Pub. L. 110–174, §§ 4(a), 12, temporarily added subsec. (c). See Termination Date of 2007 Amendment note below.
1975—Subsec. (b). Pub. L. 94–29 substituted “section 80a–16(c) of this title” for “subsection (b) of section 80a–16 of this title”.
1970—Subsec. (a)(3). Pub. L. 91–547, § 3(d), 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”.
Subsec. (b). Pub. L. 91–547, § 2(b), substituted reference to “paragraph (42)” for “paragraph (40)”.
Effective Date Of Amendment
Pub. L. 111–195, title II, § 205(b)(2),
Termination Date
Amendment by Pub. L. 110–174 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 section 12 of Pub. L. 110–174, set out in a note under section 1701 of Title 50, War and National Defense.
Effective Date Of Amendment
Amendment by Pub. L. 94–29 effective
Amendment by Pub. L. 91–547 effective
Miscellaneous
Pub. L. 111–195, title II, § 203(b),