1. Short title This Act may be cited as the Empowering Shareholders Act of 2023 . 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: 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 of the beneficial owner of such covered securities; (B) vote in accordance with the voting instructions 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 contract or other legally enforceable agreement (including any arbitration agreement), for any of the following: (1) Not soliciting voting instructing from any person under subsection (a)(1) with respect to such vote. (2) Voting in accordance with the voting instructions 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