,,ib ,union ,calendar ,no4 #ahf #aahth  
,,congress  #ast ,session  ,h4 ,r4 #eccg
 ,report ,no4 #aah-bbg ,,in ,,the       
,,house ,,of ,,representatives          
,september #e1 #bjbc,mrs4 ,houchin      
introduced the following bill2 which was
 referred to the ,committee on          
,education and the ,workforce           
,september #bf1 #bjbc;,additional       
sponsors3 ,mr4 ,huizenga1 ,mr4          
,sessions1 ,mr4 ,grothman1 ,mr4 ,wilson 
of ,south ,carolina1 ,mr4 ,estes1 ,mr4  
,barr1 ,mr4 ,flood1 and ,mr4 ,owens     
,september #bf1 #bjbc,reported with an  
amendment1 committed to the ,committee  
of the ,whole ,house on the ,state of   
the ,union1 and ordered to be           
printed,strike out all after the        
enacting clause and insert the part     
printed in italic,for text of introduced
 bill1 see copy of bill as introduced on
 ,september #e1 #bjbc  ,a ,,bill  ,to   
amend the ,employee ,retirement ,income 
,security ,act of #aigd to clarify the  
application of prudence and exclusive   

purpose duties to the exercise of       
shareholder rights4  #a4 ,short title   
,this ,act may be cited as the          
,retirement ,proxy ,protection ,act4    
#b4 ,exercise of shareholder rights  7a7
 ,in general ,section #djd of the       
,employee ,retirement ,income ,security 
,act of #aigd 7#bi ,u4,s4,c4 #aajd7 is  
amended by adding at the end the        
following new subsection3  7f7 ,exercise
 of shareholder rights  7#a7 ,authority 
to exercise shareholder rights  7,a7 ,in
 general ,the fiduciary duty to manage  
plan assets that are shares of stock    
includes the management of shareholder  
rights appurtenant to those shares1     
including the right to vote proxies4    
,when deciding whether to exercise a    
shareholder right and in exercising such
 right1 including the voting of proxies1
 a fiduciary must act prudently and     
solely in the interests of participants 
and beneficiaries and for the exclusive 
purpose of providing benefits to        
participants and beneficiaries and      

defraying the reasonable expenses of    
administering the plan4 ,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 right4   
7,b7 ,exception ,this subsection shall  
not apply to voting1 tender1 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 securities4  7#b7 
,requirements for exercise of           
shareholder rights ,a fiduciary1 when   
deciding whether to exercise a          
shareholder right and when exercising a 
shareholder right-- 7,a7 shall-- 7i7 act
 solely in accordance with the economic 
interest of the plan and its            
participants and beneficiaries2  7ii7   
consider any costs involved2  7iii7     
evaluate material facts that form the   
basis for any particular proxy vote or  
exercise of shareholder rights2 and     

7iv7 maintain a record of any proxy     
vote1 proxy voting activity1 or other   
exercise of a shareholder right1        
including any attempt to influence      
management2 and  7,b7 shall not         
subordinate the interests of            
participants and beneficiaries in their 
retirement income or financial benefits 
under the plan to any non-pecuniary     
objective1 or promote non-pecuniary     
benefits or goals unrelated to those    
financial interests of the plan's       
participants and beneficiaries4  7#c7   
,monitoring ,a fiduciary shall exercise 
prudence and diligence in the selection 
and monitoring of a person1 if any1     
selected to advise or otherwise assist  
with the exercise of shareholder rights1
 including by providing research and    
analysis1 recommendations on exercise of
 proxy voting or other shareholder      
rights1 administrative services with    
respect to voting proxies1 and          
recordkeeping and reporting services4   
7#d7 ,investment managers and proxy     

advisory firms ,where the authority to  
vote proxies or exercise other          
shareholder rights has been delegated to
 an investment manager pursuant to      
section #djc7;a71 or a proxy voting     
advisory firm or other person who       
performs advisory services as to the    
voting of proxies or the exercise of    
other shareholder rights1 a responsible 
plan fiduciary shall prudently monitor  
the proxy voting activities of such     
investment manager or advisory firm and 
determine whether such activities are in
 compliance with paragraphs 7#a7 and    
7#b74  7#e7 ,voting policies  7,a7 ,in  
general ,in deciding whether to vote a  
proxy pursuant to this subsection1 the  
plan fiduciary may adopt a proxy voting 
policy1 including a safe harbor proxy   
voting policy described in subparagraph 
7,b71 providing that the authority to   
vote a proxy shall be exercised pursuant
 to specific parameters designed to     
serve the economic interest of the plan4
  7,b7 ,safe harbor voting policy ,with 

respect to a decision not to vote a     
proxy1 a fiduciary shall satisfy the    
fiduciary responsibilities under this   
subsection if such fiduciary adopts and 
is following a safe harbor proxy voting 
policy that-- 7i7 limits voting         
resources to particular 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 effect on the value of the plan
 investment2 or  7ii7 establishes that  
the fiduciary will refrain from voting  
on proposals or particular types of     
proposals when the assets of a plan     
invested in the issuer relative to the  
total assets of such plan are below #e  
percent 7or1 in the event such assets   
are under management1 when the assets   
under management invested in the issuer 
are below #e percent of the total assets
 under management74  7,c7 ,exception ,no
 proxy voting policy adopted pursuant to
 this paragraph shall preclude a        

fiduciary from submitting a proxy vote  
when the fiduciary determines that the  
matter being voted on is expected to    
have a material economic effect on the  
investment performance of a plan's      
portfolio 7or the investment performance
 of assets under management in the case 
of an investment manager72 provided1    
however1 that in all cases compliance   
with a safe harbor voting policy shall  
be presumed to satisfy fiduciary        
responsibilities with respect to        
decisions not to vote4  7#f7 ,review ,a 
fiduciary shall periodically review any 
policy adopted under this subsection4  4
  7b7 ,effective date ,the amendments   
made by subsection 7a7 shall apply to an
 exercise of shareholder rights         
occurring on or after ,january #a1      
#bjbd4  ,september #bf1 #bjbc,reported  
with an amendment1 committed to the     
,committee of the ,whole ,house on the  
,state of the ,union1 and ordered to be 
printed