Subject: File No. SR-NYSE-2024-35
From: Gerald Hellerman

As a former SEC staff member in the Division of Coroorate Regulation charged with enforcing the Investment Company Act of 1940, a director/trustee of funds and an investor in both closed and open -end funds. I oppose the proposal to eliminate annual shareholder meeting. Such meetings give shareholder the opportunity to vote on proposals relevant to the operation of the fund, ask questions of management and most important hold management’s feet to the fire. They could vote for new directors offering the chance for a different advisor. The proposal could be called the rule to protect management. I would put this proposal in the circular file. It’s worthwhile to consider what Bill Carey or Manny Cohen would say to this proposal.