; (E) a plan maintained by an employer described in clause (i), (ii), or (iii) of section 403(b)(1)(A) of the Internal Revenue Code of 1986 to provide annuity contracts described in section 403(b) of such Code; (F) a common trust fund, or similar fund, maintained by a bank; (G) any fund established under section 8438(b)(1) of title 5, United States Code; or (H) any separate managed account of a client of an investment adviser; (4) the term registrant means an issuer of covered securities; (5) the term routine matter does not include— (A) a proposal that is not submitted to a holder of covered securities by means of a proxy statement comparable to that described in section 240.14a–101 of title 17, Code of Federal Regulations, or any successor regulation; (B) a proposal that is— (i) the subject of a counter-solicitation; or (ii) part of a proposal made by a person other than the applicable registrant; (C) a proposal that relates to a merger or consolidation, except when, with respect to a registrant— (i) the proposal is to merge with a wholly owned subsidiary of the registrant; and (ii) holders of covered securities issued by the registrant that dissent to the proposal do not have rights of appraisal; (D) a proposal that relates to the sale, lease, or exchange of all, or substantially all, of the property and assets of a registrant; (E) an election for directors (or comparable positions); or (F) any other matter determined by the Commission or an exchange registered under section 6 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78f ) to be not routine