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Title 15 — Commerce and TradeRelease 119-73

§80a–13 Changes in investment policy

Title 15 › Chapter CHAPTER 2D— - INVESTMENT COMPANIES AND ADVISERS › Subchapter SUBCHAPTER I— - INVESTMENT COMPANIES › § 80a–13

Last updated Apr 6, 2026|Official source

Summary

A registered investment company must get a vote by a majority of its outstanding voting securities before it can make major changes. That includes changing its subclass or switching from diversified to nondiversified, borrowing money or issuing senior securities, underwriting others’ securities, buying or selling real estate or commodities, or making loans beyond what its registration statement allows, changing its stated industry concentration or other investment policies that require shareholder approval, or stopping being an investment company. For certain common‑law trusts (see section 80a–16(c)), written consent by holders of a majority of shares or a majority vote at a meeting called for that purpose counts the same as the majority vote above. Also, even if other federal or state laws say otherwise, no one may sue a registered investment company or its employees, officers, directors, or advisers just because the company avoids investing in companies it decides—using credible public information—are linked to the Sudan activities in section 3(d) of the Sudan Accountability and Divestment Act of 2007 (50 U.S.C. 1701 note) or the Iran investment activities in section 8532(c) of title 22. That protection does not change any private right of action under subsection (a) or other parts of this chapter, and it only applies if the company makes the disclosures required by the Commission. “Person” includes the Federal Government and any State or local government.

Full Legal Text

Title 15, §80a–13

Commerce and Trade — Source: USLM XML via OLRC

(a)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)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) 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)(1)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)(A)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)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)For purposes of this subsection the term “person” includes the Federal Government and any State or political subdivision of a State.

Legislative History

Notes & Related Subsidiaries

Amendment of SectionFor 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.

Editorial Notes

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)”.

Statutory Notes and Related Subsidiaries

Effective Date

of 2010 Amendment Pub. L. 111–195, title II, § 205(b)(2), July 1, 2010, 124 Stat. 1345, provided that: “The amendment made by paragraph (1) [amending this section] shall apply as if included in the Sudan Accountability and Divestment Act of 2007 (Public Law 110–174; 50 U.S.C. 1701 note).” Termination Date of 2007 AmendmentAmendment 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 1975 AmendmentAmendment by Pub. L. 94–29 effective June 4, 1975, see section 31(a) of Pub. L. 94–29, set out as a note under section 78b of this title.

Effective Date

of 1970 AmendmentAmendment by Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. L. 91–547, set out as a note under section 80a–52 of this title. SEC

Regulations

Pub. L. 111–195, title II, § 203(b),
July 1, 2010, 124 Stat. 1344, provided that: “Not later than 120 days after the date of the enactment of this Act [
July 1, 2010], 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 [15 U.S.C. 80a–13(c)] to include divestments of securities in accordance with paragraph (1)(B) of such section, as added by subsection (a) of this section.”

Reference

Citations & Metadata

Citation

15 U.S.C. § 80a–13

Title 15 — Commerce and Trade

Last Updated

Apr 6, 2026

Release point: 119-73