; and (B) a person is not associated with the proxy advisory firm if the person only performs clerical or ministerial functions with respect to a proxy advisory firm. . VII Liability for certain failures to disclose material information or making of material misstatements 701. Liability for certain failures to disclose material information or making of material misstatements Section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) is amended by adding at the end the following: (l) False or misleading statements For purposes of section 18, the failure to disclose material information (such as a proxy voting advice business’s methodology, sources of information, or conflicts of interest) or the making of a material misstatement regarding proxy voting advice that makes a recommendation to a security holder as to the security holder’s vote, consent, or authorization on a specific matter for which security holder approval is solicited, and that is furnished by a person that markets the person’s expertise as a provider of such proxy voting advice separately from other forms of investment advice, and sells such proxy voting advice for a fee, shall be considered to be false or misleading with respect to a material fact. . VIII Duties of investment advisors, asset managers, and pension funds 801. Duties of investment advisors, asset managers, and pension funds Section 13(f) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m(f) ) is amended by adding at the end the following: (7) Disclosures by institutional investment managers in connection with proxy advisory firms (A) In general Every institutional investment manager which uses the mails, or any means or instrumentality of interstate commerce in the course of its business as an institutional investment manager, which engages a proxy advisory firm, and which exercises voting power with respect to accounts holding equity securities of a class described in subsection (d)(1) or otherwise becomes or is deemed to become a beneficial owner of any security of a