October 5, 2020

Acting Assistant Secretary Jeanne Wilson
Office of Regulations and Interpretations
Employee Benefits Security Administration
U.S. Department of Labor
200 Constitution Ave., NW
Washington, D.C. 20210

Re: RIN1210-AB91, Proposed Rule “Fiduciary Duties Regarding Proxy Voting and Shareholder Rights” (“Proposed Regulation”)

Dear Secretary Wilson:

The Securities Industry Financial Markets Association (“SIFMA”)1 appreciates the opportunity to comment on the Department of Labor’s (“Department”) proposed amendments to the “Investment Duties” regulation under Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). We understand the intended purpose of the Department’s Proposed Regulation is to clarify that ERISA plan fiduciaries must not vote proxies in circumstances where plan assets would be expended on shareholder engagement activities that do not have an economic impact on the plan.2

While we appreciate the Department’s concern that fiduciaries act prudently when exercising shareholder rights with respect to a plan’s equity investment, we believe this Proposed Regulation will result in harm to plans and plan participants, ultimately reducing the value of their retirement investments. As a result, we believe the Proposed Regulation should be withdrawn.