,i  #aaith ,,congress  #ast ,session    
,h4 ,r4 #cdjb  ,,in ,,the ,,house ,,of  
,,representatives  ,may #ad1 #bjbe,mr4  
,loudermilk introduced the following    
bill2 which was referred to the         
,committee on ,financial ,services  ,a  
,,bill  ,to amend the ,securities       
,exchange ,act of #aicd to require      
certain disclosures by institutional    
investment managers in connection with  
proxy advisory firms1 and for other     
purposes4  #a4 ,duties of investment    
advisors1 asset managers1 and pension   
funds ,section #ac7;f7 of the           
,securities ,exchange ,act of #aicd 7#ae
 ,u4,s4,c4 #ghm7f77 is amended by adding
 at the end the following3  7#g7        
,disclosures by institutional investment
 managers in connection with proxy      
advisory firms  7,a7 ,in general ,every 
institutional investment manager which  
uses the mails1 or any means or         
instrumentality of interstate commerce  
in the course of its business as an     
institutional investment manager1 which 

engages a proxy advisory firm1 and which
 exercises voting power with respect to 
accounts holding equity securities of a 
class described in subsection 7d77#a7 or
 otherwise becomes or is deemed to      
become a beneficial owner of any        
security of a class described in        
subsection 7d77#a7 upon the purchase or 
sale of a security-based swap that the  
,commission may define by rule1 shall   
file an annual report with the          
,commission containing--  7i7 an        
explanation of how the institutional    
investment manager voted with respect to
 each shareholder proposal2  7ii7 the   
percentage of votes cast on shareholder 
proposals that were consistent with     
proxy advisory firm recommendations1 for
 each proxy advisory firm retained by   
the institutional investment manager2   
7iii7 an explanation of-- 7,i7 how the  
institutional investment manager took   
into consideration proxy advisory firm  
recommendations in making voting        
decisions1 including the degree to which

 the institutional investment manager   
used those recommendations in making    
voting decisions2  7,,ii7 how often the 
institutional investment manager voted  
consistent with a recommendation made by
 a proxy advisory firm1 expressed as a  
percentage2  7,,iii7 how such votes are 
reconciled with the fiduciary duty of   
the institutional investment manager to 
vote in the best economic interests of  
shareholders2  7,,iv7 how frequently    
votes were changed when an error        
occurred or due to new information from 
issuers2 and  7,v7 the degree to which  
investment professionals of the         
institutional investment manager were   
involved in proxy voting decisions2 and 
7iv7 a certification that the voting    
decisions of the institutional          
investment manager were based solely on 
the best economic interest of the       
shareholders on behalf of whom the      
institutional investment manager holds  
shares4  7,b7 ,requirements for larger  
institutional investment managers ,every

 institutional investment manager       
described in subparagraph 7,a7 that has 
assets under management with an         
aggregate fair market value on the last 
trading day in any of the preceding     
twelve months of at least               
#ajj1jjj1jjj1jjj shall--  7i7 in any    
materials provided to customers and     
related to customers voting their       
shares1 clarify that shareholders are   
not required to vote on every proposal2 
7ii7 with respect to each shareholder   
proposal for which the institutional    
investment manager votes 7other than    
votes consistent with the recommendation
 of a board of directors composed of a  
majority of independent directors7      
perform an economic analysis before     
making such vote1 to determine that the 
vote is in the best economic interest of
 the shareholders on behalf of whom the 
institutional investment manager holds  
shares2 and  7iii7 include each economic
 analysis required under clause 7ii7 in 
the annual report required under        

subparagraph 7,a74  7,c7 ,definitions   
,in this paragraph3  7i7 ,best economic 
interest ,the term best economic        
interest means decisions that seek to   
maximize investment returns over a time 
horizon consistent with the investment  
objectives and risk management profile  
of the fund in which shareholders are   
invested4  7ii7 ,proxy advisory firm    
,the term proxy advisory firm--  7,i7   
means any person who is primarily       
engaged in the business of providing    
proxy voting advice1 research1 analysis1
 ratings1 or recommendations to clients1
 which conduct constitutes a            
solicitation within the meaning of      
section #ad2 and  7,,ii7 does not       
include any person that is exempt under 
law or regulation from the requirements 
otherwise applicable to persons engaged 
in such a solicitation4  4