; and (C) with respect to a transaction described under section 4(a)(6), unlawful conduct by an intermediary, issuer, or custodian. . 479. Treatment of funding portals Section 5312(c) of title 31, United States Code, is amended by adding at the end the following: (2) Funding portals not included in definition The term financial institution (as defined in subsection (a)) does not include a funding portal (as defined under section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) )). . Q Corporate Governance Reform and Transparency 481. Definitions (a) Securities Exchange Act of 1934 Section 3(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78c(a) ) is amended by adding at the end the following new paragraphs: (83) Proxy advisory firm The term proxy advisory firm means any person who is primarily engaged in the business of providing proxy voting research, analysis, or recommendations to clients, which conduct constitutes a solicitation within the meaning of section 14 and the Commission’s rules and regulations thereunder, except to the extent that the person is exempted by such rules and regulations from requirements otherwise applicable to persons engaged in a solicitation. (84) Person associated with a proxy advisory firm The term person associated with a proxy advisory firm means any partner, officer, or director of a proxy advisory firm (or any person occupying a similar status or performing similar functions), any person directly or indirectly controlling, controlled by, or under common control with a proxy advisory firm, or any employee of a proxy advisory firm, except that persons associated with a proxy advisory firm whose functions are clerical or ministerial shall not be included in the meaning of such term. The Commission may by rules and regulations classify, for purposes or any portion or portions of this Act, persons, including employees controlled by a proxy advisory firm. . (b) Applicable definitions As used in this subtitle— (1) the term Commission means the Securities and