; (B) vote in accordance with the voting recommendations of such issuer; or (C) abstain from voting but make reasonable efforts to be considered present for purposes of establishing a quorum. (2) Exception Paragraph (1) shall not apply with respect to a vote on a routine matter. (b) Safe harbor With respect to a matter that is not a routine matter, in the case of a vote described in subsection (a)(1), an investment adviser shall not be liable to any person under any law or regulation of the United States, any constitution, law, or regulation of any State or political subdivision thereof, or under any contract or other legally enforceable agreement (including any arbitration agreement), for any of the following: (1) Voting in accordance with the instructions of the beneficial owner of a voting security of the passively managed fund. (2) Not soliciting voting instructing from any person under subsection (a)(1) with respect to such vote. (3) Voting in accordance with the voting recommendations of an issuer pursuant to subparagraph (B) of such subsection. (4) Abstaining from voting in accordance with subparagraph (C) of such subsection. (c) Foreign private issuers exemption Subsection (a) shall not apply with respect to a foreign private issuer if the voting policy of the investment advisor with respect to such foreign private issuers is fully and fairly disclosed to beneficial owners, including the extent to which such policy differs from the voting policy for non-exempt issuers. (d) Definitions In this section: (1) Covered security The term covered security — (A) means a voting security, as that term is defined in section 2(a) of the Investment Company Act of 1940 ( 15 U.S.C. 80a–2(a) ), in which a qualified fund is invested