Subject: SR-CboeBZX-2025-072: Webform Comments from Bernard Haven
From: Bernard Haven
Affiliation: Individual Investor

Jul. 22, 2025

Dear Ms. Countryman,

I write in strong opposition to the proposals by NYSE and Cboe BZX
(SR–NYSE–2025–20; SR–CboeBZX–2025–072) seeking to exempt
newly listed closed-end funds (CEFs) from the requirement to hold
annual shareholder meetings.

From both a governance and investor protection standpoint, these
proposals are untenable and appear inconsistent with Section 6(b)(5)
of the Securities Exchange Act of 1934. They do not serve to protect
investors or the public interest, but rather to entrench management
and reduce board accountability.

1. De facto Elimination of Shareholder Voting for Existing CEFs

Despite their stated focus on “new” CEFs, the proposals create a
clear path for existing funds to restructure or relist in order to
evade the shareholder meeting requirement. This is not hypothetical;
the NYSE itself acknowledges that a fund reorganizing into a “new”
vehicle would become exempt.

Given the prevalence of merger-friendly organizational documents among
CEFs (especially those structured as Delaware statutory trusts) many
funds could undergo such transformations without a shareholder vote,
undermining the supposed limitation of the proposals to “new”
funds.

2. Lack of Redemption Mechanism Necessitates Voting Rights

Unlike ETFs, CEFs lack any NAV-aligned redemption mechanism. This
structural illiquidity makes periodic voting the sole check on board
performance. The Commission itself has acknowledged this distinction
in past rulemakings. Stripping CEF shareholders of their only
governance mechanism amounts to a functional denial of investor
protection.

3. NAV Discounts Are a Governance Issue, Not a Market Feature

It is incorrect to frame persistent NAV discounts as “features” or
market phenomena beyond the board’s control. In practice, wide or
sustained discounts frequently reflect poor governance, misaligned
fees, ineffective discount control mechanisms, or failure to respond
to shareholder input. When management refuses to act, annual meetings
provide the only avenue for correction.

4. The Cost Argument Is Economically and Empirically Flawed

The exchanges and their proponents have overstated the cost burden of
annual meetings while ignoring their governance benefits. Uncontested
meeting costs are modest (~$32,000), and contested meetings remain
rare. Even when proxy contests occur, they have historically delivered
long-term value recovery for shareholders. That should not be viewed
as a net cost, but a corrective mechanism embedded in the market
structure.

5. Retail Investors Are Engaged, and Voting Data Shows It

Claims that retail shareholders are indifferent or aligned with
management are contradicted by data, even the ICI’s own data.
Contested elections between 2019 and 2024 saw over 40 percent of
retail shareholders vote against management. That is evidence of
demand for accountability.

Conclusion

The Commission previously declined to approve similar proposals, and
for good reason. These “repackaged” versions are no more
consistent with the Exchange Act’s investor protection mandate. They
create broad potential for circumvention, diminish investor rights,
and set a dangerous precedent for listed vehicles lacking NAV
redemption.

As an individual investor with material exposure to CEFs, I urge the
Commission to reject these proposals in full.

Sincerely,
Bernard Haven, CFA