City of London Investment Management Company Limited is a long-term investor in Closed-End Funds (CEFs) on behalf of clients who are mostly US institutional investors. We engage with CEF boards and investment managers to promote best practice regarding CEF governance which we consider is vital to protect our clients’ interests. We urge the SEC not to take away the fundamental right of Shareholders to hold Boards and Investment Advisors accountable via the requirement to hold annual meetings of shareholders. CEF Directors owe a fiduciary duty to Shareholders and removing the ability to both reward Directors for fulfilling this duty (via “For” votes) and to dismiss them when they fail to live up to their obligations (via “Against” votes) is contra to the very idea of what being a Shareholder, or owner, means. CEFs are not passive investments. Investment Advisors of CEFs, who receive fees for their active management, have a responsibility to deliver on their stated mandates and Boards have a responsibility to hold them accountable and to protect Shareholder interests. Without annual elections, entrenched Boards will lose sight of this, Shareholders will suffer and the US Closed-End Fund industry will lose credibility and fairness. The SEC’s role is to enhance governance, protect investors and take actions to make the product offering better. This proposal would achieve the opposite of those goals.