H.R. 8265

[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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