The proposed legislation amends the Investment Advisers Act of 1940, requiring investment advisers for passively managed funds to facilitate pass-through proxy voting for certain covered securities. This measure aims to enhance investor democracy by ensuring that the voting power associated with shares held in these funds is exercised according to the preferences of the underlying investors. Investment advisers with more than one percent voting authority in a registrant must solicit voting instructions from the fund's security or economic interest holders and vote a proportionate amount of shares accordingly. The bill defines a passively managed fund as one that tracks an index or is disclosed as such, and a covered security as a voting security held by a qualified fund, excluding those of registered investment companies. A key provision prohibits advisers from voting any proportion of shares for which they do not receive specific instructions from investors. This ensures that uninstructed shares do not default to the adviser's discretion, thereby shifting voting power to the beneficial owners. However, the bill provides exceptions for certain scenarios. For routine matters , advisers may vote uninstructed shares if they have not solicited or received instructions. Additionally, for matters requiring the approval of a majority of outstanding securities, uninstructed shares can be voted proportionally to the votes cast by all other security holders of the registrant. A safe harbor provision allows advisers to opt out of soliciting instructions for non-routine matters without incurring a breach of duty, providing flexibility while still promoting investor engagement.