vestment option promotes, seeks, or supports one or 
more non-pecuniary benefits or goals, if— 
‘‘(i) the fiduciary satisfies the requirements 
of paragraph (1) and subparagraphs (A) and 
(B) of this paragraph in selecting or retaining 
any such investment option; and 
‘‘(ii) such investment option is not added or 
retained as, or included as a component of, a de-
fault investment under subsection (c)(5) (or any 
other default investment alternative) if its invest-
ment objectives or goals or its principal invest-
ment strategies include, consider, or indicate the 
use of one or more non-pecuniary factors. 
‘‘(D) DEFINITIONS.—For the purposes of this 
paragraph: 
‘‘(i) The term ‘pecuniary factor’ means a 
factor that a fiduciary prudently determines is 
expected to have a material effect on the risk or 
return of an investment based on appropriate in-
vestment horizons consistent with the plan’s in-
vestment objectives and the funding policy estab-
lished pursuant to section 402(b)(1). 
‘‘(ii) The term ‘investment course of action’ 
means any series or program of investments or 
actions related to a fiduciary’s performance of 
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the fiduciary’s investment duties, and includes 
the selection of an investment fund as a plan in-
vestment, or in the case of an individual account 
plan, a designated investment alternative under 
the plan.’’. 
(b) EFFECTIVE DATE.—The amendments made by this 
section shall apply to actions taken by a fiduciary on or 
after the date that is 12 months after the date of enactment 
of this Act. 
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 Income 
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— 
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‘‘(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 subsection: 
‘‘(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 ap-
purtenant to those shares, including the right to 
vote proxies. When deciding whether to exercise 
a shareholder right and in exercising such right, 
including the voting of proxies, a fiduciary must 
act prudently and solely in the interests of par-
ticipants and beneficiaries and for the exclusive 
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purpose of providing benefits to participants and 
beneficiaries and defraying the reasonable ex-
penses 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 qualifying employer securities or secu-
rities held in an investment arrangement that is 
not a designated investment alternative in the 
event such rights are passed through pursuant to 
the terms of an individual account plan to par-
ticipants and beneficiaries with accounts holding 
such securities. 
‘‘(2) REQUIREMENTS FOR EXERCISE OF SHARE-
HOLDER RIGHTS.—A fiduciary, when deciding wheth-
er to exercise a shareholder right and when exercising 
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; 
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‘‘(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 exercise 
of a shareholder right, including any at-
tempt 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 fi-
nancial interests of the plan’s participants 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 other-
wise assist with the exercise of shareholder rights, in-
cluding 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 report-
ing services. 
‘‘(4) INVESTMENT MANAGERS AND PROXY ADVI-
SORY FIRMS.—Where the authority to vote proxies or 
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