; and (B) does not include any voting security (as defined in subparagraph (A)) of an issuer registered with the Commission as an investment company under section 8 of the Investment Company Act of 1940 ( 15 U.S.C. 80a–8 ). (2) Passively managed fund The term passively managed fund means a qualified fund that— (A) is designed to track, or is derived from, an index of securities or a portion of such an index; (B) discloses that the qualified fund is a passive index fund; or (C) allocates not less than 60 percent of the total assets of the qualified fund to an investment strategy that is designed to track, or is derived from, an index of securities or a portion of such an index fund. (3) Qualified fund The term qualified fund means— (A) an investment company, as that term is defined in section 3 of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3 ); (B) a private fund; (C) an eligible deferred compensation plan, as that term is defined in section 457(b) of the Internal Revenue Code of 1986; (D) a trust, plan, account, or other entity described in section 3(c)(11) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–3(c)(11) ); (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) Registrant The term registrant means an issuer of covered securities. (5) Routine matter The term routine matter — (A) includes a proposal that relates to— (i) an election with respect to the board of directors of the registrant; (ii) the compensation of management or the board of directors of the registrant; (iii) the selection of auditors