Subject: File No. SR-CboeBZX-2025-072
From: Tim Fischer

I am submitting this comment to express my strong opposition to Cboe's proposed rule change SR-CboeBZX-2025-072, which would eliminate closed-end fund investors' fundamental right to elect directors at annual meetings. This proposal is deeply troubling for several reasons: 1. Eliminates essential investor protections: Annual director elections serve as a critical check on fund management. Without them, directors can serve in perpetuity without accountability to the shareholders whose money they manage. 2. Contradicts investor protection principles: The proposal claims to protect investors while simultaneously stripping away one of our most important rights as shareholders. This contradiction exposes the proposal's true purpose - to benefit fund management at investors' expense. 3. Contains misleading provisions: While Cboe suggests this only affects "newly" listed CEFs, the proposal deliberately includes mechanisms that would allow all CEF boards to eliminate annual meetings, effectively undermining investor rights across the entire CEF universe. 4. Fails to address SEC concerns: Last year, you raised important questions about whether similar proposals truly served investor interests. Instead of providing substantive answers, Cboe simply resubmitted essentially the same proposal with cosmetic changes. 5. Threatens market integrity: Removing shareholder voting rights undermines the basic principles of corporate governance that maintain investor confidence in our markets. The SEC was right to emphasize the "fundamental value of shareholder elections for CEFs" in last year's order. CEF investors depend on annual elections as our primary means of holding directors accountable for fund performance and governance decisions. I strongly urge you to reject SR-CboeBZX-2025-072 and preserve this essential investor protection. CEF investors deserve a voice in how our funds are managed, not perpetual disenfranchisement.