; (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; and (6) the term voting person means a person that provides voting instructions under subsection (b) or (c). (b) Requirement (1) In general Subject to subsection (g), if an investment adviser holds authority to vote a proxy solicited pursuant to section 14 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n ) in connection with any vote of covered securities held by a passively managed fund, and the voting authority held by that investment adviser with respect to those covered securities (when combined with the voting authority of other persons controlled by, or under common control with, that investment adviser) is more than 1 percent of the voting authority of the outstanding securities of the registrant subject to the vote, the investment adviser shall vote proportionate amounts of those covered securities in accordance with the voting instructions of— (A) in the case of a passively managed fund that issues securities, persons holding securities in the passively managed fund, such that, solely for the purposes of that vote, the percentage of securities held by such a person shall be deemed to be the percentage of the covered securities beneficially owned by that person