SEC Division of Investment Management staff letter: Angel Oak Financial Strategies Income Term Trust

grievance against the Fund and (ii) is designed to result in a benefit to the Proponent to further a personal interest of the Proponent that the other Fund shareholders do not share. 1 By copy of this letter, we are advising the Proponent of the Fund’s intent to omit the 14a-8 Proposal. In accordance with Rule 14a-8(j)(2) and Staff Legal Bulletin No. 14D (Nov. 7, 2008), and on behalf of the Fund, we are submitting electronically to the Commission (i) this letter and (ii) the 14a-8 Proposal. The Fund requests that the Staff waive for good cause the 80-day filing requirement as set forth in Rule 14a-8(j). Under Rule 14a-8(j), the Staff “may permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy, if the company demonstrates good cause for missing the deadline.” The Fund represents that it has good cause for filing this letter fewer than 80 days before it intends to file its 2026 Proxy Materials. As the Commission noted in Staff Legal Bulletin No. 14B (Sept. 15, 2004) (“SLB 14B”), the most common basis for a company’s showing of “good cause” is that the company did not receive the proposal until after the 80-day deadline had passed. The Fund changed the date of the 2026 Annual Meeting more than 30 days from the anniversary of its 2025 annual meeting of shareholders (the “2025 Annual Meeting”). Therefore, consistent with Rule 14a-8(j) and SLB 14B, the Fund has good cause for filing this letter later than the typical 80-day window.
I. Background.
a. The Fund
The Fund is established as a Delaware statutory trust and operates as a diversified, closed￾end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund seeks current income with a secondary objective of total return by, under normal circumstances, investing at least 80% of the value of its net assets plus the amount of any borrowings for investment purposes in securities of U.S. and non-U.S. financial institutions, which may include, but are not limited to, banks, thrifts, finance companies, business development companies that invest primarily in loans, commercial mortgage and residential mortgage real estate investment trusts, brokerage and advisory firms, insurance companies and financial holding companies. In pursuing its investment objective, the Fund invests primarily in debt issued by financial institutions, including subordinated debt, unrated debt, senior debt and high yield securities. 1 In addition to the bases stated in this letter, we believe that the 14a-8 Proposal may be excluded on additional bases that are not further discussed herein, including Rule 14a-8(i)(7) because the 14a-8 Proposal deals with matters relating to the Fund’s ordinary business.

The investment adviser to the Fund is Angel Oak Capital Advisors, LLC (the “Adviser” or “Angel Oak”), an investment adviser registered with Commission under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the management of the Fund’s activities and is responsible for making investment decisions for the Fund’s portfolio. Brookfield Asset Management Ltd. (“Brookfield”) acquired a majority of Angel Oak Companies, LP, the parent of Angel Oak Asset Management Holdings, LLC, itself the parent of Angel Oak. The Fund is overseen by the Board. Currently, there are five Trustees, four of whom are not “interested persons” of the Fund as defined in the 1940 Act (“Independent Trustees”). The Fund commenced operations on May 31, 2019. The Fund’s common shares are listed on the New York Stock Exchange under the symbol “FINS.” b. The 14a-8 Proposal The 14a-8 Proposal received by the Fund included the proposal purportedly made in compliance with Rule 14a-8 as well as a printout of the Proponent’s brokerage account activity for the period April 1 through April 30. The 14a-8 Proposal reads as follows:
RESOLVED, that the Investment Advisory Agreement between Angel Oak Financial Strategies Income Term Trust (the “Fund”) and Angel Oak Capital Advisors, LLC (the “Adviser”), dated October 1, 2025 as since amended or novated (the “Advisory Agreement”), and any other advisory and investment management agreements between the Fund and the Adviser, including any sub-investment advisory agreement(s) between or among the Fund, the Adviser and its affiliates, successors or assigns, each as since amended or novated, shall be terminated by the Fund, pursuant to the right of shareholders as embodied in Section 15 of the Advisory Agreement and Section 15(a)(3) of the Investment Company Act of 1940, such termination to be effective no more than sixty days following the date hereof.
II. Exclusion of the 14a-8 Proposal – Personal Grievance
Rule 14a-8(i)(4) permits the exclusion of shareholder proposals that are (i) related to the redress of a personal claim or grievance against a company or any other person, or (ii) designed to result in a benefit to the proponent or to further a personal interest of the proponent that other shareholders at large do not share. The Staff has stated that Rule 14a-8(i)(4) is designed to “ensure that the security holder proposal process [is] not abused by proponents attempting to achieve

personal ends that are not necessarily in the common interest of the issuer’s shareholders generally.” Exchange Act Release No. 20091 (August 16, 1983). In addition, the Staff has stated, in discussing the predecessor of Rule 14a-8(i)(4) (Rule 14a-8(c)(4)), that Rule 14a-8 “is not intended to provide a means for a person to air or remedy some personal claim or grievance or to further some personal interest. Such use of the security holder proposal procedures is an abuse of the securityholder proposal process.” Exchange Act Release No. 19135 (October 14, 1982). Moreover, the Staff has noted that “[t]he cost and time involved in dealing with” a shareholder proposal involving a personal grievance or a personal interest not shared by other shareholders is “a disservice to the interests of the issuer and its security holders at large.” Exchange Act Release No. 19135 (October 14, 1982). Thus, Rule 14a-8(i)(4) provides a means to exclude shareholder proposals whose purpose is to “air or remedy” a personal grievance or advance a personal interest. The Staff has confirmed that this basis for exclusion applies even to proposals phrased in terms that “might relate to matters which may be of general interest to all security holders.” Exchange Act Release No. 19135 (October 14, 1982). Consistent with the foregoing, the Staff on numerous occasions has concurred in the exclusion of proposals that included a facially neutral resolution, but where the proponent had a history of confrontation with the company and that history was indicative of a personal claim or grievance within the meaning of Rule 14a-8(i)(4). See, e.g., General Electric Company (March 4, 2024) (concurring in exclusion under Rule 14a-8(i)(4) of a proposal to increase executive stock ownership holding requirements, where the facts surrounding the submission of the proposal indicated that the proponent was using the proposal to redress a personal claim or grievance against the company and its former officers); General Electric Company (February 14, 2020, recon. denied, February 28, 2020) (concurring in exclusion under Rule 14a-8(i)(4) of a proposal where the facts surrounding the submission of the proposal indicated that the proponent, who was a former employee, was using the proposal to redress a personal claim against his former supervisor and stating “[t]he Commission has explained that it ‘does not believe an issuer’s proxy materials are a proper forum for airing personal claims or grievances’”); MGM Mirage (March 19, 2001) (concurring in exclusion under Rule 14a-8(i)(4) of a proposal to require that the company adopt a written policy regarding political contributions and furnish a list of its political contributions submitted on behalf of a proponent who had filed a number of lawsuits against the company based on the company’s decisions to deny the proponent credit at the company’s casino and, subsequently, to bar the proponent from the company’s casinos, among other things); and Pfizer, Inc.
(January 31, 1995) (concurring in exclusion under Rule 14a-8(i)(4) of a proposal related to CEO compensation and stating, “the staff has particularly noted that the proposal, while drafted to address other considerations, appears to involve one in a series of steps relating to the longstanding grievance against the [c]ompany by the proponent,” where the proposal was submitted by a former employee who contested the circumstances of his retirement, claiming that he had been forced to retire as a result of illegal age discrimination).

Similar to the circumstances presented in the above-cited letters, the 14a-8 Proposal is an attempt by the Proponent to misuse the shareholder proposal process as a tactic to rehash his own personal grievances against the Fund related to his failure to obtain a Trustee position, and to disrupt the Fund’s operations for his personal benefit. Over the last 18 months, the Proponent has attempted and failed to be nominated by the Nominating and Governance Committee, be nominated by the Board and be elected by the Fund shareholders to the Board. And he has paired such failure with failed attempts at disrupting Fund business – often via methods that do not comply with federal and state law and corporate formalities. After his first attempt at Nominating and Governance Committee and Board nomination failed, and after congratulating a Fund portfolio manager on the strategic partnership with Brookfield, the Proponent solicited votes against approving the proposed new investment advisory agreement (the “New Investment Advisory Agreement”) at the 2025 Annual Meeting held on June 26, 2025. At the same time, the Proponent sought the election of himself as Trustee. He failed, and the Fund incurred significant expenses. After he failed at the 2025 Annual Meeting, the Proponent corresponded with the Fund in another attempt to force himself into the management of the Fund by again arguing for his appointment to the Board and the selection of a new investment adviser. When the Fund, after prudent consideration, declined his demands, the Proponent filed preliminary proxy materials in advance of the September 25, 2025 special meeting of shareholders, which contained violations of Rule 14a-6 and Rule 14a-9, including impugning the character of the Board. When that attempt at filing a defective proxy statement failed, the Proponent commenced an abbreviated “vote no” campaign against the New Investment Advisory Agreement. And again, he failed. And again, significant expenses were incurred. The Proponent then made an open-ended demand for Fund books and records in violation of basic tenets of Delaware law. After the Fund responded and noted his failure to comply with Delaware law, the Proponent took no action to correct his deficiencies. Instead, he apparently abandoned the inspection demand. Again, the Proponent’s campaign caused the Fund to incur unwarranted expenses. Months later, the Proponent again nominated himself as candidate for election to the Board. But the Proponent’s nomination failed to comply with the rules set forth in the Fund’s by-laws. In parallel, the Proponent requested that his proposal to terminate the just-approved New Investment Advisory Agreement be included in the 2026 Proxy Materials—which proposal is the subject of this letter. The Fund continues to incur significant expenses.

The Proponent, personally aggrieved by each rejection by the Nominating and Governance Committee, the Board and the Fund’s investors, has continued to call for a termination of the Fund’s investment advisory agreements as part of his personal campaign. This pattern demonstrates that the 14a-8 Proposal, which calls for a termination of the Fund’s New Investment Advisory Agreement, is attempting to further an individual interest rather than promoting the general interests of all shareholders. Therefore, the 14a-8 Proposal represents an abuse of the Fund shareholder franchise and Fund shareholder rights as contemplated by the SEC when it adopted Rule 14a￾8(i)(4). From these circumstances, it is reasonable to infer that Proponent is seeking to use the shareholder franchise to further his own personal grievance and interests.
III. Request for Waiver under Rule 14a-8(j)(1)
The Fund further requests that the Staff waive the 80-day filing requirement set forth in Rule 14a-8(j) for good cause. Rule 14a-8(j) requires that, if a company “intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission.” However, Rule 14a-8(j)(1) allows the Staff, in its discretion, to permit a company to make its submission sooner than 80 days before the filing of its definitive proxy statement if the company demonstrates good cause for missing the deadline. On November 26, 2025, the Fund filed a Form 8-K (Item 8.01) reporting the results of a special meeting of the Board. The Board, based on the recommendation of Fund management, approved holding the 2026 Annual Meeting on a date more than 30 days after the anniversary of the 2025 annual meeting of Fund shareholders, in order to grant the Fund shareholders a reprieve from several recent non-routine calls for action, including the second quarter 2025 rights offering completed on May 14, 2025, the contested annual meeting of shareholders on June 26, 2025, and the special meeting of shareholders on September 25, 2025. The Form 8-K also stated that, consistent with the Fund’s by-laws, when the date and time of the annual meeting is announced, nominations or other business to be properly brought before the annual meeting must be noticed not earlier than the 150th day prior to the date of the annual meeting and not later than the close of business on the later of the 120th day prior to the date of the annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. On May 22, 2026, the Fund filed a Form 8-K (Item 8.01) reporting that the Board called the 2026 Annual Meeting and approved September 25, 2026, the one-year anniversary of the last Fund special meeting, as the meeting date. The Form 8-K again stated that, consistent with the Fund’s by-laws, nominations or other business to be properly brought before the annual meeting must be noticed not earlier than the 150th day prior to the date of the annual meeting and not later than the close of business on the later of the 120th day prior to the date of the annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first

made. Based on the Fund’s by-laws, June 1, 2026 was the last day that a Fund shareholder of record could submit a proposal. The Fund received the 14a-8 Proposal on that date. Rule 14a-8(f) provides that “within 14 calendar days of receiving your proposal, [a] company must notify you in writing of any procedural or eligibility deficiencies, as well as of the time frame for your response.” The Fund gave notice of procedural and eligibility deficiencies within 12 days of receiving the 14a-8 Proposal. The Proponent had until June 26, 2026 to address the procedural and eligibility deficiencies. The Proponent addressed those deficiencies in a letter received by the Fund on June 24, 2026. In order to hold its annual meeting on September 25, 2026, the one-year anniversary of the last meeting of Fund Shareholders, the Fund expects to file its definitive proxy materials on August 21, 2026. In order to give Fund shareholders the opportunity to participate in an annual meeting on a newly established cadence, we respectfully request that the Staff waive the 80-day filing requirement of Rule 14a-8(j)(1). Sincerely, Stephen Cohen Partner SC

EXHIBIT A
14a-8 Proposal