[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 8265 Introduced in House (IH)]
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119th CONGRESS
2d Session
H. R. 8265
To amend the Investment Advisers Act of 1940 to establish requirements
for proxy voting of passively managed funds, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
April 14, 2026
Mr. Huizenga introduced the following bill; which was referred to the
Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Investment Advisers Act of 1940 to establish requirements
for proxy voting of passively managed funds, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Empowering Shareholders Act of
2026''.
SEC. 2. PROXY VOTING OF PASSIVELY MANAGED FUNDS.
(a) In General.--The Investment Advisers Act of 1940 (15 U.S.C.
80b-1 et seq.) is amended by inserting after section 208 (15 U.S.C.
80b-8) the following:
``SEC. 208A. PROXY VOTING OF PASSIVELY MANAGED FUNDS.
``(a) Investment Adviser Proxy Voting.--
``(1) In general.--An investment adviser that holds
authority to vote a proxy solicited by an issuer pursuant to
section 14 of the Securities Exchange Act of 1934 (15 U.S.C.
78n) in connection with any vote of covered securities held by
a passively managed fund shall--
``(A) vote in accordance with the instructions
(which may include the selection of a published voting
policy) of the beneficial owner (or fiduciary or other
designee with proxy voting authority on their behalf)
of a voting security of the passively managed fund;
``(B) vote in accordance with the voting
recommendations of the board of directors (or similar
governing body) of such issuer;
``(C) abstain from voting such securities but make
reasonable efforts to be considered present for
purposed of establishing a quorum; or
``(D) pursuant to rules issued by the Commission,
instruct vote tabulators to make a reasonable effort to
mirror vote shares to reflect the elections of the
other shareholders in the covered security.
``(2) Exception.--Paragraph (1) shall not apply with
respect to a vote on a routine matter.
``(b) Safe Harbor.--With respect to a routine or non-routine vote,
voted in the manner required by subsection (a)(1), an investment
adviser shall not be liable to any person under any law or regulation
of the United States, any constitution, law, or regulation of any State
or political subdivision thereof, or under any contract or other
legally enforceable agreement (including any arbitration agreement),
for any of the following:
``(1) Voting in accordance with the instructions of the
beneficial owner (or that beneficial owner's designee with
proxy voting authority) of a voting security of the passively
managed fund.
``(2) Not soliciting voting instructions from any person.
``(3) Voting in accordance with the voting recommendations
of an issuer under subsection (a)(1)(B) with respect to such
vote.
``(4) Abstaining from voting in accordance with subsection
(a)(1)(C) with respect to such vote.
``(5) Instructing vote tabulators to make a reasonable
effort to mirror vote shares to reflect the elections of the
other shareholders in a covered security, pursuant to rules
issued by the Commission described in subsection (a)(1)(D).
``(c) Foreign Private Issuers Exemption.--Subsection (a) shall not
apply with respect to a foreign private issuer if the published voting
policy of the investment advisor with respect to such foreign private
issuer is fully and fairly disclosed to beneficial owners, including
the extent to which such policy differs from the published voting
policy for non-exempt issuers.
``(d) Dissemination of Information.--
``(1) In general.--Any investment adviser subject to the
requirements of subsection (a)(1) shall, with respect to the
dissemination of information and other material to a voting
person, comply with the following requirements, unless the
voting person affirmatively declines to receive that
information and other material:
``(A) Provide the voting person (or the relevant
intermediary with whom the investment adviser has
access) with a form to select a published voting
policy.
``(B) Provide the voting person with not less than
5 business days after the date on which the voting
person receives the form described under subparagraph
(A) to return that form to the investment adviser.
``(2) Electronic delivery.--All, or any portion, of the
materials that an investment adviser is required to provide
under paragraph (1)(A) may be provided electronically,
including through--
``(A) an internet website;
``(B) another digital, internet, or electronic-
based information repository; or
``(C) a mobile application.
``(e) Definitions.--In this section:
``(1) Covered security.--The term `covered security'--
``(A) means a voting security, as that term is
defined in section 2(a) of the Investment Company Act
of 1940 (15 U.S.C. 80a-2(a)), in which a qualified fund
is invested; and
``(B) does not include any voting security (as
defined in subparagraph (A)) of an issuer registered
with the Commission as an investment company under
section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
``(2) Passively managed fund.--The term `passively managed
fund' means a qualified fund--
``(A) that--
``(i) is designed to track, or is derived
from, an index of securities or a portion of
such an index;
``(ii) discloses that the qualified fund is
a passive index fund; or
``(iii) allocates not less than 60 percent
of the total assets of the qualified fund to an
investment strategy that is designed to track,
or is derived from, an index of securities or a
portion of such an index fund; and
``(B) that commits to refrain from exercising
control over an issuer through voting or investment
authority.
``(3) Published voting policy.--The term `published voting
policy' means--
``(A) a policy that--
``(i) articulates how proportionate shares
would be expected to be voted in anticipated
proxy voting matters; and
``(ii) is made available to investors,
including via website or other electronic
means; and
``(B) in the case of a policy of a passively
managed fund or an investment adviser, a policy that
does not--
``(i) seek to set the strategy or day-to-
day management decisions of the issuer;
``(ii) involve submitting shareholder
proposals;
``(iii) seek to nominate directors; and
``(iv) coordinate votes with other index
managers.
``(4) Qualified fund.--The term `qualified fund' means--
``(A) an investment company;
``(B) a private fund;
``(C) an eligible deferred compensation plan, as
that term is defined in section 457(b) of the Internal
Revenue Code of 1986;
``(D) a trust, plan, account, or other entity
described in section 3(c)(11) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3(c)(11));
``(E) a plan maintained by an employer described in
clause (i), (ii), or (iii) of section 403(b)(1)(A) of
the Internal Revenue Code of 1986 to provide annuity
contracts described in section 403(b) of such Code;
``(F) a common trust fund, or similar fund,
maintained by a bank;
``(G) any fund established under section 8438(b)(1)
of title 5, United States Code; or
``(H) any separate managed account of a client of
an investment adviser.
``(5) Routine matter.--The term `routine matter'--
``(A) includes a proposal that relates to--
``(i) an election with respect to the board
of directors of a registrant;
``(ii) the compensation of management or
the board of directors of a registrant;
``(iii) the selection of auditors; or
``(iv) declassification; and
``(B) does not include--
``(i) a proposal that is not submitted to a
holder of covered securities by means of a
proxy statement comparable to that described in
section 240.14a-101 of title 17, Code of
Federal Regulations, or any successor
regulation; or
``(ii) a proposal that is--
``(I) the subject of a counter-
solicitation; or
``(II) part of a proposal made by a
person other than the applicable
registrant.''.
(b) Effective Date.--The amendment made by this section shall take
effect 1 year after the date of enactment of this Act.
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