; (iii) any employee of a proxy advisory firm; or (iv) any person the Commission determines by rule is controlled by a proxy advisory firm; and (B) does not include any person that performs clerical or ministerial functions with respect to a proxy advisory firm. . 3. Registration of proxy advisory firms (a) Amendment The Securities Exchange Act of 1934 ( 15 U.S.C. 78a et seq. ) is amended by inserting after section 15G the following new section: 15H. Registration of proxy advisory firms (a) Conduct prohibited It shall be unlawful for a proxy advisory firm to make use of the mails or any means or instrumentality of interstate commerce to provide proxy voting advice, research, analysis, ratings or recommendations to any client, unless such proxy advisory firm is registered under this section. (b) Registration procedures (1) Application for registration (A) In general A proxy advisory firm shall file with the Commission an application for registration, in such form as the Commission shall require, by rule or regulation, and containing the information described in subparagraph (B). (B) Required information An application for registration under this section shall contain information regarding— (i) a certification that the applicant is able to consistently provide proxy advice based on accurate information; (ii) the procedures and methodologies that the applicant uses in developing proxy voting recommendations; (iii) the organizational structure of the applicant; (iv) whether or not the applicant has in effect a code of ethics, and if not, the reasons therefor; (v) any potential or actual conflict of interest relating to the provision of proxy advisory services, including those arising out of or resulting from the ownership structure of the applicant or the provision of other services by the applicant or any person associated with the applicant; (vi) the policies and procedures in place to publicly disclose and manage conflicts of interest under subsection (f)