Closed-end funds are not the same as open-end mutual funds and ETFs, and should not be treated as such for purposes of the annual meeting requirement. In traditional open-end funds and ETFs, investors can vote with their feet by exiting at a price that equals, or is extremely close to, the value of their share of the underlying assets. What's more, the act of withdrawing sends a message to the investment adviser because it directly decreases the adviser’s assets under management and, therefore, its fee base. Closed-end funds are entirely different animals. Shareholders who try to vote with their feet in a poorly managed closed-end fund may have to sell into the marketplace at a substantial discount from the intrinsic value of their shares, and can be significantly harmed as a result. It is not an effective substitute for voting directly on the management of the fund through the annual meeting process. Furthermore, when a closed-end fund shareholder sells shares, fund assets do not decline and the fund's investment adviser does not get the clear message sent by a loss of assets under management. In this regard, closed-end funds are much more akin to operating companies and should be treated as such for purposes of the annual meeting requirement. As a practicing lawyer, I spent over 30 years advising closed-end funds, their boards, and their investment advisers, including defending them against institutional activist investors. I did not then, and do not now, agree with some of the objectives and methods of institutional activist investors. But, in my view, these objectives and methods do not justify depriving shareholders at large of the right to vote on management at annual meetings. And while the annual meeting process does impose some cost, I would argue that the loss of accountability caused by eliminating annual meetings will be far more costly to investors than the meetings themselves. I believe closed-end funds and closed-end fund investors would benefit significantly from more and easier, not less, involvement in fund governance and the oversight of management, which will foster enhanced accountability. For these reasons, I would urge the SEC to reject the proposal to amend the NYSE listing requirements regarding closed-end fund annual meetings and to explore other means of reducing the cost of annual meetings without eliminating them entirely.