; and (B) in all cases other than a case described in subparagraph (A), persons holding economic interests in the passively managed fund, such that, solely for purposes of that vote, the percentage of economic interests held by such a person shall be deemed to be the percentage of the covered securities beneficially owned by that person. (2) Prohibition If paragraph (1) applies with respect to any vote of covered securities and the investment adviser to which that paragraph applies does not receiving voting instructions from all persons described in subparagraphs (A) and (B) of that paragraph, the investment adviser may not vote the proportion of the shares of the covered securities for which the investment adviser does not receive voting instructions. (c) Passively managed fund as security holder of another passively managed fund If a passively managed fund (referred to in this subsection as the holding fund ) holds securities of another passively managed fund (referred to in this subsection as the held fund ), and there is a vote with respect to covered securities held by the held fund, the investment adviser of the holding fund shall obtain voting instructions from persons holding securities in the holding fund, or to persons holding economic interests in the holding fund, as applicable, with respect to that vote in the manner described in subsection (b). (d) Prohibitions (1) Reimbursement No person may seek reimbursement from a registrant, or require any expenses incurred to be paid by a registrant, with respect to the obligations imposed under this section. (2) Partial compliance An investment adviser may not solicit voting instructions from some, but not all, voting persons under subsection (b)(1) or (c), as applicable. (e) Exceptions (1) Voting on routine matters Notwithstanding subsections (b)(1), (b)(2), and (d)(2), if an investment adviser chooses not to solicit voting instructions with respect to a vote described in subsection (b)(1) or (c), or, as of the date that is 10 days before such a vote, the