I 
118TH CONGRESS 
1ST SESSION H. R. 4645 
To amend the Investment Advisers Act of 1940 with respect to proxy voting 
of passively managed funds, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 14, 2023 
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 with respect 
to proxy voting of passively managed funds, and for 
other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Empowering Share-
holders Act of 2023’’. 
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: 
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‘‘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 man-
aged fund shall— 
‘‘(A) vote in accordance with the instruc-
tions of the beneficial owner of such covered se-
curities; 
‘‘(B) vote in accordance with the voting in-
structions of such issuer; or 
‘‘(C) abstain from voting. 
‘‘(2) EXCEPTION.—Paragraph (1) shall not 
apply with respect to a vote on a routine matter. 
‘‘(b) SAFE HARBOR.—With respect to a matter that 
is not a routine matter, in the case of a vote described 
in 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 con-
tract or other legally enforceable agreement (including any 
arbitration agreement), for any of the following: 
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‘‘(1) Not soliciting voting instructing from any 
person under subsection (a)(1) with respect to such 
vote. 
‘‘(2) Voting in accordance with the voting in-
structions of an issuer pursuant to subparagraph 
(B) of such subsection. 
‘‘(3) Abstaining from voting in accordance with 
subparagraph (C) of such subsection. 
‘‘(c) 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 invest-
ment company under section 8 of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–8). 
‘‘(2) PASSIVELY
MANAGED
FUND.—The term 
‘passively managed fund’ means a qualified fund 
that— 
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‘‘(A) is designed to track, or is derived 
from, an index of securities or a portion of such 
an index; 
‘‘(B) discloses that the qualified fund is a 
passive index fund; or 
‘‘(C) allocates not less than 40 percent of 
the total assets of the qualified fund to an in-
vestment strategy that is designed to track, or 
is derived from, an index of securities or a por-
tion of such an index fund. 
‘‘(3) QUALIFIED
FUND.—The term ‘qualified 
fund’ means— 
‘‘(A) an investment company, as that term 
is defined in section 3 of the Investment Com-
pany Act of 1940 (15 U.S.C. 80a–3); 
‘‘(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 de-
scribed in clause (i), (ii), or (iii) of section 
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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. 
‘‘(4) 
REGISTRANT.—The 
term 
‘registrant’ 
means an issuer of covered securities. 
‘‘(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 the registrant; 
‘‘(ii) the compensation of management 
or the board of directors of the registrant; 
‘‘(iii) the selection of auditors; 
‘‘(iv) material conflicts; 
‘‘(v) declassification; or 
‘‘(vi) transactions that would trans-
form the structure of the registrant, in-
cluding— 
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‘‘(I) a merger or consolidation; 
and 
‘‘(II) the sale, lease, or exchange 
of all, or substantially all, of the prop-
erty and assets of a registrant; 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; 
‘‘(ii) a proposal that is— 
‘‘(I) the subject of a counter-so-
licitation; or 
‘‘(II) part of a proposal made by 
a person other than the applicable 
registrant; or 
‘‘(iii) any other matter determined by 
the Commission or an exchange registered 
under section 6 of the Securities Exchange 
Act of 1934 (15 U.S.C. 78f) to be not rou-
tine.’’. 
(b) EFFECTIVE DATE.—The amendment made by 
this section shall take effect on the first August 1 that 
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occurs after the date that is 2 years after the date of en-
actment of this Act. 
Æ 
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