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

(a) Prohibited actions for registered investment companies. A registered investment company can't do the following unless holders of a majority of its outstanding voting shares approve: (1) change how it is classified under section 80a–5(a)(1) and (2), or switch from "diversified" to "nondiversified"; (2) borrow money, issue senior securities, underwrite other companies' securities, buy or sell real estate or commodities, or lend money to others — except exactly as its registration statement describes; (3) drift away from its stated policy on concentrating investments in a particular industry or group of industries, drift from any investment policy that by its own terms can only be changed by shareholder vote, or drift from any policy it recited under section 80a–8(b)(3); or (4) change its business so that it stops being an investment company. (b) Majority equivalent for common-law trusts. For a common-law trust of the kind described in section 80a–16(c), written approval by holders of a majority of outstanding trust shares — or a vote of a majority of those shares cast in person or by proxy at a called meeting — counts the same as a vote of a majority of outstanding voting securities under subsection (a). The usual definition of "majority" in section 80a–2(a)(42) applies to that vote. (c) Limitation on actions. (1) In general. No one, under any federal or state law, may bring a civil, criminal, or administrative action against a registered investment company (or its employee, officer, director, or investment adviser) just because the company divested from, or avoided investing in, securities of companies that it determined, using credible public information: (A) do business or have direct investments in Sudan, as described in the Sudan Accountability and Divestment Act of 2007; or (B) engage in the Iran-related investment activities described in 22 U.S.C. § 8532(c). (2) Applicability. (A) Rule of construction: nothing here creates, removes, or otherwise affects whether anyone has a private right to sue under subsection (a) or any other part of this law. (B) Disclosures: paragraph (1)'s protection only applies if the investment company makes the disclosures the Commission's rules require. (3) "Person" defined. For this subsection, "person" includes the federal government and any state or political subdivision of a state.