DIVISION 
B—NO 
DISCRIMINA-
TION IN MY BENEFITS 
SEC. 2001. SHORT TITLE. 
This division may be cited as the ‘‘No Discrimination 
in My Benefits Act’’. 
SEC. 2002. SERVICE PROVIDER SELECTION. 
Section 404(a)(1) of the Employee Retirement In-
come Security Act of 1974 (29 U.S.C. 1104(a)(1)) is 
amended— 
(1) in subparagraph (C), by striking ‘‘and’’; 
(2) in subparagraph (D), by striking the period 
at the end and inserting ‘‘; and’’; and 
(3) by adding at the end the following new sub-
paragraph: 
‘‘(E) by selecting, monitoring, and retaining 
any fiduciary, counsel, employee, or service provider 
of the plan— 
‘‘(i) in accordance with subparagraphs (A) 
and (B); and 
‘‘(ii) without regard to race, color, religion, 
sex, or national origin.’’.
DIVISION C—RETIREMENT 
PROXY PROTECTION 
SEC. 3001. SHORT TITLE. 
This division may be cited as the ‘‘Retirement Proxy 
Protection Act’’. 
SEC. 3002. EXERCISE OF SHAREHOLDER RIGHTS. 
(a) IN GENERAL.—Section 404 of the Employee Re-
tirement Income Security Act of 1974 (29 U.S.C. 1104) 
is amended by adding at the end the following new sub-
section: 
‘‘(f) EXERCISE OF SHAREHOLDER RIGHTS.— 
‘‘(1) AUTHORITY TO EXERCISE SHAREHOLDER 
RIGHTS.— 
‘‘(A) IN GENERAL.—The fiduciary duty to 
manage plan assets that are shares of stock in-
cludes the management of shareholder rights 
appurtenant to those shares, including the right 
to vote proxies. When deciding whether to exer-
cise a shareholder right and in exercising such 
right, including the voting of proxies, a fidu-
ciary must act prudently and solely in the inter-
ests of participants and beneficiaries and for 
the exclusive purpose of providing benefits to 
participants and beneficiaries and defraying the 
reasonable expenses of administering the plan.
The fiduciary duty to manage shareholder 
rights appurtenant to shares of stock does not 
require the voting of every proxy or the exercise 
of every shareholder right. 
‘‘(B) EXCEPTION.—This subsection shall 
not apply to voting, tender, and similar rights 
with respect to securities that are passed 
through pursuant to the terms of an individual 
account plan to participants and beneficiaries 
with accounts holding such securities. 
‘‘(2) REQUIREMENTS FOR EXERCISE OF SHARE-
HOLDER
RIGHTS.—A 
fiduciary, 
when 
deciding 
whether to exercise a shareholder right and when ex-
ercising a shareholder right— 
‘‘(A) shall— 
‘‘(i) act solely in accordance with the 
economic interest of the plan and its par-
ticipants and beneficiaries; 
‘‘(ii) consider any costs involved; 
‘‘(iii) evaluate material facts that 
form the basis for any particular proxy 
vote or exercise of shareholder rights; and 
‘‘(iv) maintain a record of any proxy 
vote, proxy voting activity, or other exer-
cise of a shareholder right, including any 
attempt to influence management; and 
‘‘(B) shall not subordinate the interests of 
participants and beneficiaries in their retire-
ment income or financial benefits under the 
plan to any non-pecuniary objective, or promote 
non-pecuniary benefits or goals unrelated to 
those financial interests of the plan’s partici-
pants and beneficiaries. 
‘‘(3) MONITORING.—A fiduciary shall exercise 
prudence and diligence in the selection and moni-
toring of a person, if any, selected to advise or oth-
erwise assist with the exercise of shareholder rights, 
including by providing research and analysis, rec-
ommendations on exercise of proxy voting or other 
shareholder rights, administrative services with re-
spect to voting proxies, and recordkeeping and re-
porting services. 
‘‘(4) INVESTMENT MANAGERS AND PROXY ADVI-
SORY FIRMS.—Where the authority to vote proxies 
or exercise other shareholder rights has been dele-
gated to an investment manager pursuant to section 
403(a), or a proxy voting advisory firm or other per-
son who performs advisory services as to the voting 
of proxies or the exercise of other shareholder rights,
a responsible plan fiduciary shall prudently monitor 
the proxy voting activities of such investment man-
ager or advisory firm and determine whether such 
activities are in compliance with paragraphs (1) and 
(2). 
‘‘(5) VOTING POLICIES.— 
‘‘(A) IN GENERAL.—In deciding whether to 
vote a proxy pursuant to this subsection, the 
plan fiduciary may adopt a proxy voting policy, 
including a safe harbor proxy voting policy de-
scribed in subparagraph (B), providing that the 
authority to vote a proxy shall be exercised pur-
suant to specific parameters designed to serve 
the economic interest of the plan. 
‘‘(B) SAFE
HARBOR
VOTING
POLICY.— 
With respect to a decision not to vote a proxy, 
a fiduciary shall satisfy the fiduciary respon-
sibilities under this subsection if such fiduciary 
adopts and is following a safe harbor proxy vot-
ing policy that— 
‘‘(i) limits voting resources to par-
ticular types of proposals that the fiduciary 
has prudently determined are substantially 
related to the business activities of the 
issuer or are expected to have a material