Subject: File No. SR-NYSE-2024-35
From: Russell Gordon

Having spent considerable time diligencing the Closed End Fund space as an allocator, I am yet to hear a compelling argument for why CEF managers and directors should be allowed to be more entrenched. As far as I can tell, the only arguments in favor of removing the annual voting/meeting requirements are coming from people receiving above-average management fees from CEF products (or the lawyers of said fee recipients). In my estimation, there is no reason to move further from the spirit of the "one share, one vote" philosophy. The SEC should do it's part to hold the directors of CEF products to the same fiduciary standards as any other listed/public entity.