IIB 

118TH CONGRESS 

2D SESSION H. R. 5339 

IN THE SENATE OF THE UNITED STATES 

SEPTEMBER 19, 2024 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

To amend the Employee Retirement Income Security Act 

of 1974 to specify requirements concerning the consideration of pecuniary and non-pecuniary factors, and for 

other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


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1 SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 

2 (a) SHORT TITLE.—This Act may be cited as the 

3 ‘‘Protecting Americans’ Investments from Woke Policies 

4 Act’’. 

5 (b) TABLE OF CONTENTS.—The table of contents for 

6 this Act is as follows: 

Sec. 1. Short title; table of contents. 

DIVISION A—ROLL BACK ESG TO INCREASE RETIREMENT 

EARNINGS 

Sec. 1001. Short title. 

Sec. 1002. Limitation on consideration of non-pecuniary factors by fiduciaries. 

DIVISION B—NO DISCRIMINATION IN MY BENEFITS 

Sec. 2001. Short title. 

Sec. 2002. Service provider selection. 

DIVISION C—RETIREMENT PROXY PROTECTION 

Sec. 3001. Short title. 

Sec. 3002. Exercise of shareholder rights. 

DIVISION D—PROVIDING COMPLETE INFORMATION TO 

RETIREMENT INVESTORS 

Sec. 4001. Short title. 

Sec. 4002. Brokerage window disclosures. 

7 DIVISION A—ROLL BACK ESG TO 

8 INCREASE RETIREMENT 

9 EARNINGS 

10 SEC. 1001. SHORT TITLE. 

11 This division may be cited as the ‘‘Roll back ESG 

12 To Increase Retirement Earnings Act’’ or the ‘‘RETIRE 

13 Act’’. 


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1 SEC. 1002. LIMITATION ON CONSIDERATION OF NON-PECU2 NIARY FACTORS BY FIDUCIARIES. 

3 (a) IN GENERAL.—Section 404(a) of the Employee 

4 Retirement Income Security Act of 1974 (29 U.S.C. 

5 1104(a)) is amended by adding at the end the following: 

6 ‘‘(3) INTEREST BASED ON PECUNIARY FAC7 TORS.— 

8 ‘‘(A) IN GENERAL.—For purposes of para9 graph (1), a fiduciary shall be considered to act 

10 solely in the interest of the participants and 

11 beneficiaries of the plan with respect to an in12 vestment or investment course of action only if 

13 the fiduciary’s action with respect to such in14 vestment or investment course of action is 

15 based only on pecuniary factors (except as pro16 vided in subparagraph (B)). The fiduciary may 

17 not subordinate the interests of the participants 

18 and beneficiaries in their retirement income or 

19 financial benefits under the plan to other objec20 tives and may not sacrifice investment return or 

21 take on additional investment risk to promote 

22 non-pecuniary benefits or goals. The weight 

23 given to any pecuniary factor by a fiduciary 

24 shall reflect a prudent assessment of the impact 

25 of such factor on risk and return. 


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1 ‘‘(B) USE OF NON-PECUNIARY FACTORS

2 FOR INVESTMENT ALTERNATIVES.—Notwith3 standing paragraph (A), if a fiduciary is unable 

4 to distinguish between or among investment al5 ternatives or investment courses of action on 

6 the basis of pecuniary factors alone, the fidu7 ciary may use non-pecuniary factors as the de8 ciding factor if the fiduciary documents— 

9 ‘‘(i) why pecuniary factors were not 

10 sufficient to select a plan investment or in11 vestment course of action; 

12 ‘‘(ii) how the selected investment com13 pares to the alternative investments with 

14 regard to the composition of the portfolio 

15 with regard to diversification, the liquidity 

16 and current return of the portfolio relative 

17 to the anticipated cash flow requirements 

18 of the plan, and the projected return of the 

19 portfolio relative to the funding objectives 

20 of the plan; and 

21 ‘‘(iii) how the selected non-pecuniary 

22 factor or factors are consistent with the in23 terests of the participants and beneficiaries 

24 in their retirement income or financial ben25 efits under the plan. 


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1 ‘‘(C) INVESTMENT ALTERNATIVES FOR

2 PARTICIPANT-DIRECTED INDIVIDUAL ACCOUNT

3 PLANS.—In selecting or retaining investment 

4 options for a pension plan described in sub5 section (c)(1)(A), a fiduciary is not prohibited 

6 from considering, selecting, or retaining an in7 vestment option on the basis that such invest8 ment option promotes, seeks, or supports one or 

9 more non-pecuniary benefits or goals, if— 

10 ‘‘(i) the fiduciary satisfies the require11 ments of paragraph (1) and subparagraphs 

12 (A) and (B) of this paragraph in selecting 

13 or retaining any such investment option; 

14 and 

15 ‘‘(ii) such investment option is not 

16 added or retained as, or included as a com17 ponent of, a default investment under sub18 section (c)(5) (or any other default invest19 ment alternative) if its investment objec20 tives or goals or its principal investment 

21 strategies include, consider, or indicate the 

22 use of one or more non-pecuniary factors. 

23 ‘‘(D) DEFINITIONS.—For the purposes of 

24 this paragraph: 


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1 ‘‘(i) The term ‘pecuniary factor’ 

2 means a factor that a fiduciary prudently 

3 determines is expected to have a material 

4 effect on the risk or return of an invest5 ment based on appropriate investment ho6 rizons consistent with the plan’s invest7 ment objectives and the funding policy es8 tablished pursuant to section 402(b)(1). 

9 ‘‘(ii) The term ‘investment course of 

10 action’ means any series or program of in11 vestments or actions related to a fidu12 ciary’s performance of the fiduciary’s in13 vestment duties, and includes the selection 

14 of an investment fund as a plan invest15 ment, or in the case of an individual ac16 count plan, a designated investment alter17 native under the plan.’’. 

18 (b) EFFECTIVE DATE.—The amendments made by 

19 this section shall apply to actions taken by a fiduciary on 

20 or after the date that is 12 months after the date of enact21 ment of this Act. 


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1 DIVISION B—NO DISCRIMINA2 TION IN MY BENEFITS 

3 SEC. 2001. SHORT TITLE. 

4 This division may be cited as the ‘‘No Discrimination 

5 in My Benefits Act’’. 

6 SEC. 2002. SERVICE PROVIDER SELECTION. 

7 Section 404(a)(1) of the Employee Retirement In8 come Security Act of 1974 (29 U.S.C. 1104(a)(1)) is 

9 amended— 

10 (1) in subparagraph (C), by striking ‘‘and’’; 

11 (2) in subparagraph (D), by striking the period 

12 at the end and inserting ‘‘; and’’; and 

13 (3) by adding at the end the following new sub14 paragraph: 

15 ‘‘(E) by selecting, monitoring, and retaining 

16 any fiduciary, counsel, employee, or service provider 

17 of the plan— 

18 ‘‘(i) in accordance with subparagraphs (A) 

19 and (B); and 

20 ‘‘(ii) without regard to race, color, religion, 

21 sex, or national origin.’’. 


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1 DIVISION C—RETIREMENT 

2 PROXY PROTECTION 

3 SEC. 3001. SHORT TITLE. 

4 This division may be cited as the ‘‘Retirement Proxy 

5 Protection Act’’. 

6 SEC. 3002. EXERCISE OF SHAREHOLDER RIGHTS. 

7 (a) IN GENERAL.—Section 404 of the Employee Re8 tirement Income Security Act of 1974 (29 U.S.C. 1104) 

9 is amended by adding at the end the following new sub10 section: 

11 ‘‘(f) EXERCISE OF SHAREHOLDER RIGHTS.— 

12 ‘‘(1) AUTHORITY TO EXERCISE SHAREHOLDER

13 RIGHTS.— 

14 ‘‘(A) IN GENERAL.—The fiduciary duty to 

15 manage plan assets that are shares of stock in16 cludes the management of shareholder rights 

17 appurtenant to those shares, including the right 

18 to vote proxies. When deciding whether to exer19 cise a shareholder right and in exercising such 

20 right, including the voting of proxies, a fidu21 ciary must act prudently and solely in the inter22 ests of participants and beneficiaries and for 

23 the exclusive purpose of providing benefits to 

24 participants and beneficiaries and defraying the 

25 reasonable expenses of administering the plan. 


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1 The fiduciary duty to manage shareholder 

2 rights appurtenant to shares of stock does not 

3 require the voting of every proxy or the exercise 

4 of every shareholder right. 

5 ‘‘(B) EXCEPTION.—This subsection shall 

6 not apply to voting, tender, and similar rights 

7 with respect to securities that are passed 

8 through pursuant to the terms of an individual 

9 account plan to participants and beneficiaries 

10 with accounts holding such securities. 

11 ‘‘(2) REQUIREMENTS FOR EXERCISE OF SHARE12 HOLDER RIGHTS.—A fiduciary, when deciding 

13 whether to exercise a shareholder right and when ex14 ercising a shareholder right— 

15 ‘‘(A) shall— 

16 ‘‘(i) act solely in accordance with the 

17 economic interest of the plan and its par18 ticipants and beneficiaries; 

19 ‘‘(ii) consider any costs involved; 

20 ‘‘(iii) evaluate material facts that 

21 form the basis for any particular proxy 

22 vote or exercise of shareholder rights; and 

23 ‘‘(iv) maintain a record of any proxy 

24 vote, proxy voting activity, or other exerVerDate Sep 11 2014 01:07 Sep 20, 2024 Jkt 049200 PO 00000 Frm 00009 Fmt 6652 Sfmt 6201 E:\BILLS\H5339.RFS H5339

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1 cise of a shareholder right, including any 

2 attempt to influence management; and 

3 ‘‘(B) shall not subordinate the interests of 

4 participants and beneficiaries in their retire5 ment income or financial benefits under the 

6 plan to any non-pecuniary objective, or promote 

7 non-pecuniary benefits or goals unrelated to 

8 those financial interests of the plan’s partici9 pants and beneficiaries. 

10 ‘‘(3) MONITORING.—A fiduciary shall exercise 

11 prudence and diligence in the selection and moni12 toring of a person, if any, selected to advise or oth13 erwise assist with the exercise of shareholder rights, 

14 including by providing research and analysis, rec15 ommendations on exercise of proxy voting or other 

16 shareholder rights, administrative services with re17 spect to voting proxies, and recordkeeping and re18 porting services. 

19 ‘‘(4) INVESTMENT MANAGERS AND PROXY ADVI20 SORY FIRMS.—Where the authority to vote proxies 

21 or exercise other shareholder rights has been dele22 gated to an investment manager pursuant to section 

23 403(a), or a proxy voting advisory firm or other per24 son who performs advisory services as to the voting 

25 of proxies or the exercise of other shareholder rights, 


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1 a responsible plan fiduciary shall prudently monitor 

2 the proxy voting activities of such investment man3 ager or advisory firm and determine whether such 

4 activities are in compliance with paragraphs (1) and 

5 (2). 

6 ‘‘(5) VOTING POLICIES.— 

7 ‘‘(A) IN GENERAL.—In deciding whether to 

8 vote a proxy pursuant to this subsection, the 

9 plan fiduciary may adopt a proxy voting policy, 

10 including a safe harbor proxy voting policy de11 scribed in subparagraph (B), providing that the 

12 authority to vote a proxy shall be exercised pur13 suant to specific parameters designed to serve 

14 the economic interest of the plan. 

15 ‘‘(B) SAFE HARBOR VOTING POLICY.— 

16 With respect to a decision not to vote a proxy, 

17 a fiduciary shall satisfy the fiduciary respon18 sibilities under this subsection if such fiduciary 

19 adopts and is following a safe harbor proxy vot20 ing policy that— 

21 ‘‘(i) limits voting resources to par22 ticular types of proposals that the fiduciary 

23 has prudently determined are substantially 

24 related to the business activities of the 

25 issuer or are expected to have a material 


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1 effect on the value of the plan investment; 

2 or 

3 ‘‘(ii) establishes that the fiduciary will 

4 refrain from voting on proposals or par5 ticular types of proposals when the assets 

6 of a plan invested in the issuer relative to 

7 the total assets of such plan are below 5 

8 percent (or, in the event such assets are 

9 under management, when the assets under 

10 management invested in the issuer are 

11 below 5 percent of the total assets under 

12 management). 

13 ‘‘(C) EXCEPTION.—No proxy voting policy 

14 adopted pursuant to this paragraph shall pre15 clude a fiduciary from submitting a proxy vote 

16 when the fiduciary determines that the matter 

17 being voted on is expected to have a material 

18 economic effect on the investment performance 

19 of a plan’s portfolio (or the investment perform20 ance of assets under management in the case of 

21 an investment manager); provided, however, 

22 that in all cases compliance with a safe harbor 

23 voting policy shall be presumed to satisfy fidu24 ciary responsibilities with respect to decisions 

25 not to vote. 


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1 ‘‘(6) REVIEW.—A fiduciary shall periodically re2 view any policy adopted under this subsection.’’. 

3 (b) EFFECTIVE DATE.—The amendments made by 

4 subsection (a) shall apply to an exercise of shareholder 

5 rights occurring on or after January 1, 2024. 

6 DIVISION D—PROVIDING COM7 PLETE INFORMATION TO RE8 TIREMENT INVESTORS 

9 SEC. 4001. SHORT TITLE. 

10 This division may be cited as the ‘‘Providing Com11 plete Information to Retirement Investors Act’’. 

12 SEC. 4002. BROKERAGE WINDOW DISCLOSURES. 

13 (a) IN GENERAL.—Section 404(c) of the Employee 

14 Retirement Income Security Act of 1974 (29 U.S.C. 

15 1104(c)) is amended by adding at the end the following 

16 new paragraph: 

17 ‘‘(7) NOTICE REQUIREMENTS FOR BROKERAGE

18 WINDOWS.— 

19 ‘‘(A) IN GENERAL.—In the case of a pen20 sion plan which provides for individual accounts 

21 and which provides a participant or beneficiary 

22 the opportunity to choose from designated in23 vestment alternatives, a participant or bene24 ficiary shall not be treated as exercising control 

25 over assets in the account of the participant or 


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1 beneficiary unless, with respect to any invest2 ment arrangement that is not a designated in3 vestment alternative, each time before such a 

4 participant or beneficiary directs an investment 

5 into, out of, or within such investment arrange6 ment, such participant is notified of, and ac7 knowledges, each element of the notice de8 scribed under paragraph (B). 

9 ‘‘(B) NOTICE.—The notice described under 

10 this paragraph is a four part information that 

11 is substantially similar to the following informa12 tion: 

‘‘1. Your retirement plan offers designated investment alternatives prudently 

selected and monitored by fiduciaries for the purpose of enabling you to construct an appropriate retirement savings portfolio. In selecting and monitoring designated investment alternatives, your plan’s fiduciary considers the 

risk of loss and the opportunity for gain (or other return) compared with 

reasonably available investment alternatives. 

2. The investments available through this investment arrangement are not designated investment alternatives, and have not been prudently selected and 

are not monitored by a plan fiduciary. 

3. Depending on the investments you select through this investment arrangement, you may experience diminished returns, higher fees, and higher risk 

than if you select from the plan’s designated investment alternatives. 

4. The following is a hypothetical illustration of the impact of return at 4 percent, 6 percent, and 8 percent on your account balance projected to age 67. 

13 ‘‘(C) ILLUSTRATION.—The notice de14 scribed under paragraph (B) shall also include 

15 a graph displaying the projected retirement bal16 ances of such participant or beneficiary at age 

17 67 if the account of such individual were to 


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1 achieve an annual return equal to each of the 

2 following: 

3 ‘‘(i) 4 percent. 

4 ‘‘(ii) 6 percent. 

5 ‘‘(iii) 8 percent.’’. 

6 (b) DESIGNATED INVESTMENT ALTERNATIVE DE7 FINED.—Section 3 of such Act (29 U.S.C. 1002) is 

8 amended by adding at the end the following new para9 graph: 

10 ‘‘(46) DESIGNATED INVESTMENT ALTER11 NATIVE.— 

12 ‘‘(A) IN GENERAL.—The term ‘designated 

13 investment alternative’ means any investment 

14 alternative designated by a responsible fiduciary 

15 of an individual account plan described in sub16 section 404(c) into which participants and bene17 ficiaries may direct the investment of assets 

18 held in, or contributed to, their individual ac19 counts. 

20 ‘‘(B) EXCEPTION.—The term ‘designated 

21 investment alternative’ does not include broker22 age windows, self-directed brokerage accounts, 

23 or similar plan arrangements that enable par24 ticipants and beneficiaries to select investments 


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1 beyond those designated by a responsible plan 

2 fiduciary.’’. 

3 (c) EFFECTIVE DATE.—The amendment made by 

4 subsection (a) shall take effect on January 1, 2025. 

Passed the House of Representatives September 18, 

2024. 

Attest: KEVIN F. MCCUMBER, 

Clerk. 


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