Subject: File No. SR-NYSE-2024-35
From: Jeffrey Alder

The permanent structure of CEF creates a classic "agency issue" where the manager of fund in more incentivized to maximize the asset fee base vs the price or return of investor. For many funds where the manager is indifferent to the Prices vs NAV performance, all the tools of traditional activism are required to protect the interest of all fund holders. The threat of activism forces managers to implement policies to close price vs NAV discounts when they are too wide, again benefiting all fund holders. Since many funds have common board members the cost of annual meeting is not prohibited and the implementation of this rule would economically harm all shareholders via discounts widening . Activism is similar to short selling in terms of making the overall ecosystem healthier; even tho this may be at the individual detriment of the manager. Given the "one side nature" of the investor/manager limiting the toolbox of activist via this proposal would cause economic harm to existing shareholders.. A more appropriate measure would be allow new funds being IPOd to opt for the no board meeting structure and then investor would know to avoid these funds if they have this concern.