Subject: File No. SR-NYSE-2024-35
From: Colin Moffatt

Annual shareholder meetings are an important venue for basic governance at all companies, including Closed End Funds (CEFs). Annual meetings provide investors with the opportunity to hear updates on strategy, elect board members, and discuss pertinent issues. Investors, who ultimately own the businesses, rely on annual meetings as an important component of enforcing shareholder governance. As it relates specifically to CEFs, annual meetings provide an important opportunity to hear from management, elect board members, and to address discounts to NAV. This "discount to NAV" component of CEFs is particularly important given that many CEFs perpetually trade at a discount. Given this trend, I'd argue that annual meetings are just as, if not more important, for CEFs as for other corporates. I see no logical reason CEFs should be immune from the basics of corporate governance and in fact see reasons why they should be subject to more corporate governance. The only rationale I can see from exempting CEFs is because the NYSE is receiving pressure from large asset managers that view CEFs as their cash cows (i.e., trapped permanent capital with high fees trading at a discount to NAV). Allowing CEFs to be exempt from a core corporate governance component will only exacerbate the current trend of retail investors being trapped in poor performing, high fee and high discount to NAV CEFs with no rights / mechanism to exit the CEFs aside from selling at a discount and thereby realizing losses. Is trapping retail investors in discounted CEFs with high fees really what the SEC wants to accomplish here?