No registered investment company shall, unless authorized
by the vote of a majority of its outstanding voting securities--
change its subclassification as defined in section
5(a)(1) and (2) of this title [15 USCS § 80a-5(a)(1), (2)] or its subclassification
from a diversified to a non-diversified company;
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
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 8(b)(3)
[15 USCS § 80a-8(b)(3)];
change the nature of its business so as to cease to
be an investment company.
In the case of a common-law trust of the character described
in section 16(c) [15 USCS § 80a-16(c)], 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 2(a) [15 USCS § 80a-2(a)(42)]
as to a majority shall be applicable to the vote cast as such a meeting.
[Caution: This subsection terminates 30 days after President's certification regarding commitments honored by the Government of Sudan,
pursuant to Section 12 of Act Dec. 31, 2007, P.L. 110-174, which appears as 50 USCS § 1701 note.] ,
Limitation on actions.
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 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 [50 USCS § 1701 note].
Actions for breaches of fiduciay duties. 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)
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.
Person defined. For purposes of this subsection the term "person" includes the Federal Government and any State or political subdivision of a State.
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