SEC Division of Investment Management staff letter: Highland Global Allocation Fund

K&L GATES LLP
1601 K STREET NW WASHINGTON DC 20006
T +1 202 778 9286 F +1 202 778 9100 klgates.com Jennifer Gonzalez Partner jennifer.gonzalez@klgates.com T +1 202 778 9286 F +1 202 778 9100 February 16, 2026 VIA ELECTRONIC SUBMISSION Office of the Chief Counsel Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 RE: EXCHANGE ACT RULE 14a-8: OMISSION OF SHAREHOLDER PROPOSAL FROM THE 2026 PROXY STATEMENT OF HIGHLAND GLOBAL ALLOCATION FUND Dear Sir or Madam:
We are writing on behalf of Highland Global Allocation Fund (the “Fund”), pursuant to Rule 14a8(j)(1) under the Securities Exchange Act of 1934, (the “1934 Act”) to notify the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) of the Fund’s intention to exclude the shareholder proposal and supporting statement (collectively, the “Proposal”) of Mr. Jeffrey Pontiff (the “Proponent”) from its proxy materials (the “Proxy Materials”) in connection with the Fund’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). Pursuant to the Statement Regarding the Division of Corporation Finance’s Role in the Exchange Act Rule 14a-8 Process for the Current Proxy Season (the “Division Statement”) issued by the Division of Corporation Finance (the “Division”) of the SEC on November 17, 2025, the Fund represents that it has a reasonable basis to exclude the Proposal based on the provisions of Rule 14a-8 of the Exchange Act, prior Staff no-action letters and other published guidance and/or judicial decisions. We request that the Division respond to this letter that it will not object to the omission of the Proposal from the Proxy Materials. In accordance with relevant Staff guidance, we are submitting this letter and its attachments to the Staff through the Staff’s online Shareholder Proposal Form. This letter and its attachments are also being emailed to imshareholderproposals@sec.gov, and, in accordance with Rule 14a-8(j)(1), are being sent simultaneously to the Proponent. We take this opportunity to inform the Proponent that if the Proponent elects to submit correspondence to the Commission or the Staff with respect to the Proposal or this letter, a copy of that correspondence should be furnished concurrently to the undersigned, and those listed at the end of the letter, on behalf of the Fund pursuant to Rule 14a-8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008). We request that such copy be emailed to the undersigned at jennifer.gonzalez@klgates.com. Pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days before the Fund currently intends to file its definitive Proxy Materials with the Commission.

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I. Background
The Fund is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company. The Fund’s shares are listed for trading on the New York Stock Exchange (‘‘NYSE”) under the ticker symbol “HGLB”. On December 17, 2025, the Proponent submitted a shareholder proposal and supporting statement to be included in the Proxy Materials, attached hereto as Exhibit A (the “Proposal”). The Proposal states:
RESOLVED, the stockholders of Highland Global Allocation Fund Inc. (the “Fund”), request that the Board of Directors (the “Board”) promptly consider and pursue a self-tender offer for all outstanding shares of the Fund at or close to net asset value (“NAV”). If more than 50% of the Fund’s outstanding shares are submitted for tender, the tender offer should be cancelled and the Board should take the necessary steps to liquidate the Fund. Following receipt of the Proposal, officers of the Fund and employees of the Fund’s investment adviser met with Proponent. The Fund provided information to Proponent about the Fund, its strategies, organization and regulation under the 1940 Act and other securities laws. The Fund also discussed the lack of a basis for inclusion of the Proposal in the Fund’s Proxy Materials with the Proponent and respectfully requested the Proponent withdraw the Proposal. The Proponent did not accede to such request.
II. Summary of the Fund’s Position
The Fund believes the Proposal may be excluded from its Proxy Materials for the 2026 Annual Meeting, including for the following reasons:
A. The Fund may exclude the Proposal pursuant to Rule l4a-8(b)(1) under the 1934 Act because the Proponent does not hold securities entitled to vote on the Proposal as determined under the Fund’s organizational documents. B. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(1) under the 1934 Act, because the Proposal is not a proper subject for action by shareholders at the 2026 Annual Meeting under state law.
III. Discussion
A. The Proposal May Be Omitted Under Rule 14a-8(b)(1) because the Proponent does not hold securities entitled to vote on the Proposal as determined under the Fund’s organizational documents. To be eligible to submit a shareholder proposal for inclusion in a company’s proxy statement under Rule 14a-8(b)(1), 1 a shareholder must have continuously held the company’s securities entitled to vote on the proposal in the necessary amount and for the applicable period of time required by the Rule. 1 Rule l4a-8(b)(1) under the 1934 Act states:
To be eligible to submit a proposal, [a shareholder] must satisfy the following requirements: (i) You must have continuously held: (A) At least $2,000 in market value of the company’s securities entitled to vote on the proposal for at least three years; or (B) At least $15,000 in market value of the company's securities entitled to vote on the proposal for at least two years; or (C) At least $25,000 in market value of the company's securities entitled to vote on the proposal for at least one year; and (ii) You must provide the company with a written statement that you intend to
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The Fund was established as a Massachusetts business trust in 2017 by its Declaration of Trust (as amended, the “Declaration of Trust”). There is no statute under Massachusettslaw providing specific voting rights to beneficial owners of a Massachusetts business trust, such as the Fund. The rights of shareholders of a Massachusetts business trust are enumerated under the applicable declaration of trust, and a Massachusetts business trust is given the flexibility to craft the terms of the relationship with its shareholders. The Declaration of Trust clearly and unambiguously states that shareholders of the Fund are permitted to vote only on specific matters that are enumerated in the Fund’s Declaration of Trust, ByLaws, 2 the 1940 Act 3 or other applicable law. Specifically, Article III, Section 5 and Article V, Section 1, of the Fund’s Declaration of Trust provides:
Status of Shares and Limitation of Personal Liability. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust or the Bylaws. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and the Bylaws and to have become a party thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of said deceased Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust, shall have any power to bind personally any Shareholder, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. (Emphasis added). Voting Powers. Subject to the voting powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 2, (ii) for the removal of Trustees as provided in Article IV, Section 3, (iii) with respect to any termination of this Trust to the extent and as provided in Article IX, Section 4, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in
Article IX, Section 8, and (v) with respect to such additional matters relating to the Trust
as may be required by applicable law, including the 1940 Act, this Declaration of Trust, continue to hold the requisite amount of securities, determined in accordance with paragraph (b)(1)(i)(A) through (C) of this section, through the date of the shareholders' meeting for which the proposal is submitted; and (iii) You must provide the company with a written statement that you are able to meet with the company in person or via teleconference no less than 10 calendar days, nor more than 30 calendar days, after submission of the shareholder proposal. 2 The Fund’s By-Laws do not provide any rights to shareholders to request inclusion of proposals in the Fund’s proxy statement. 3 The 1940 Act does not provide shareholders with any right to vote on management strategies unless the vote would be changing a fundamental policy, which is not relevant here.
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the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. (Emphasis added). The Proposal asks shareholders of the Fund to vote upon a request that the Board of Trustees (the “Board”) pursue a self-tender offer for all outstanding shares of the Fund at or close to net asset value (“NAV”). Voting on a shareholder proposed self-tender offer is not among the enumerated matters on which shareholders are permitted to vote pursuant to Article III, Section 5 and Article V, Section 1 of Fund’s Declaration of Trust and By-Laws. Further, neither the 1940 Act nor other applicable law nor the Fund’s disclosures provide shareholders with the ability to vote to make management recommendations to the Board. Under the Fund’s governing documents, Fund shareholders have no right to vote on such a precatory proposal absent a Board determination that it is necessary or desirable that shareholders be afforded such vote. The Board has made no such determination with respect to the Proposal. The Proponent thus holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. Accordingly, the Fund believes the Proposal may be omitted under Rule 14a-8(b)(1) because it deals with a matter upon which the shareholders of the Fund do not have a right to vote. The Staff has on a number of occasions permitted funds to exclude a shareholder proposal under Rule 14a-8(b)(1) in circumstances where the applicable declaration of trust did not permit a shareholder proponent to vote on the subject of the proposal, including such proposals relating to tender-offers. 4 On May 14, 2024, for example, the Staff concurred with Nuveen AMT-Free Quality Municipal Income Fund and Nuveen New York AMT-Free Quality Municipal Income Fund that the funds could exclude a proposal recommending that a fund’s board consider a self-tender offer because the funds’ declarations of trust only granted shareholders the right to vote on enumerated matters, which did not include a proposal to consider a self-tender offer. 5 The pertinent provisions of the Nuveen funds’ declarations of trust were substantially similar to the provisions of the Fund’s Declaration of Trust. 4 See, e.g. Nuveen Pennsylvania Quality Municipal Income Fund – Omission of Shareholder Proposal, SEC NoAction Letter (Sep. 30, 2025) (concurring with previous decision with exclusion of proposal to declassify fund board because proponent did not hold securities entitled to vote on proposal per fund organizational documents); Eaton Vance New York Municipal Bond Fund – Omission of Shareholder Proposal, SEC No-Action Letter (June 27,

(concurring with exclusion of proposal to declassify fund board because proponent did not hold securities
entitled to vote on proposal per fund organizational documents); Nuveen Real Asset Income and Growth Fund, Nuveen Multi-Asset Income Fund, and Nuveen Core Plus Impact Fund – Omission of Shareholder Proposal, SEC No-Action Letter (Feb. 16, 2024) (concurring with exclusion of proposal to declassify fund board because proponent did not hold securities entitled to vote on proposal per fund organizational documents); First Trust Senior Floating Rate Income Fund II – Omission of Shareholder Proposal, SEC No-Action Letter (June 17, 2020) (concurring with exclusion of proposal to declassify fund board because proponent did not hold securities entitled to vote on proposal per fund organizational documents); Senior Housing Properties Trust – Omission of Shareholder Proposal, SEC NoAction Letter (Feb. 20, 2018) (concurring with exclusion of proposal to change voting standard for election of trustees because proponent did not hold securities entitled to vote on proposal per fund organizational documents); Government Properties Income Trust – Omission of Shareholder Proposal, SEC No-Action Letter (Feb. 20, 2018) (concurring with exclusion of proposal to declassify fund board because proponent did not hold securities entitled to vote on proposal per fund organizational documents); RAIT Financial Trust – Omission of Shareholder Proposal, SEC No-Action Letter (March 10, 2017) (concurring with exclusion of proposal to externalize the management of the company by entering into an advisory agreement with an external adviser because the proponent did not hold securities entitled to vote on the proposal). 5 See Nuveen AMT-Free Quality Municipal Income Fund and Nuveen New York AMT-Free Quality Municipal Income Fund –Omission of Shareholder Proposal, SEC No-Action Letter (May 14, 2024).

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On February 5, 2021, the Staff similarly provided no action relief to Templeton Emerging Markets Income Fund to exclude a shareholder proposal regarding a self-tender offer for at least 30% of outstanding common shares. Similar to the Fund, the Templeton fund’s declaration of trust enumerated specific voting rights for shareholders, which did not include the subject matter of the shareholder proposal. The Staff concurred with the Templeton fund that its declaration of trust, which is substantially similar to the Fund’s Declaration of Trust, did not give shareholders the power to vote on a self-tender proposal under Rule 14a8(b)(1). 6 On April 10, 2020, the Staff likewise concurred with Dividend and Income Fund, a Delaware statutory trust, that it could exclude a proposal requesting that the board consider a self-tender offer. The proposal requested the board to consider an offer for all outstanding shares of the fund, and if more than 50% of the fund’s outstanding shares were submitted for tender, to cancel the tender offer and liquidate or convert the fund into an open-end mutual fund. The Staff agreed that the proponent did not hold securities entitled to vote on the proposal because the fund’s declaration of trust did not grant shareholders the power to vote on such a proposal. 7 For the reasons discussed above, the Fund has concluded the Proponent does not hold securities entitled to vote on the Proposal. Therefore, the Proposal may be excluded from the Proxy Materials under Rule 14a-8(b)(1). B. The Proposal May Be Omitted Under Rule 14a-8(i)(1) because the Proposal is not a proper subject for action by shareholders under state law. A company is permitted to omit a proposal from its proxy materials under Rule 14a-8(i)(1) 8 if the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of organization of the company. The Fund believes that it may exclude the Proposal from the Proxy Materials under Rule 14a-8(i)(1) because the Proposal is not a proper subject for action by shareholders of the Fund under the laws of the Commonwealth of Massachusetts. A Massachusetts business trust is a voluntary association organized by the execution and delivery of a declaration of trust, under which the beneficial interest is divided into transferable shares. Mass. Gen. Laws Ann. Ch. 182, § 1. Unlike a corporation, which is a creature of statute, a Massachusetts business trust is created by agreement. The agreement in this instance is the Fund’s Declaration of Trust. The Fund’s Declaration of Trust is absolute and unambiguous in regard to the management of the Fund. This power is solely and exclusively vested in the Trustees. Article IV, Section 5 of the Fund’s Declaration of Trust provides:
Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility . . . . Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the regulation and management of the affairs of the Trust and may amend and repeal them to the extent that 6 See Templeton Emerging Markets Income Fund – Omission of Shareholder Proposal, SEC No-Action Letter (Feb. 5, 2021) (concurring with exclusion of proposal to undertake self-tender offer because proponent did not hold securities entitled to vote on proposal per fund organizational documents). 7 See Dividend and Income Fund – Omission of Shareholder Proposal, SEC No-Action Letter (April 10, 2020). 8 Rule 14a-8(i)(1) includes as a basis to exclude a proposal: “Improper under state law: If the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization”.
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such Bylaws do not reserve that right to the Shareholders; . . . Without limiting the foregoing, the Trustees shall have power and authority: [The Declaration of Trust proceeds to list specific powers of the Trustee but does not limit them]. Only the Board has the discretion to determine whether shareholders should vote on a proposal that is not an enumerated subject for shareholder vote in the Fund’s Declaration of Trust. Unless one of the enumerated subjects on which shareholders specifically have the right to vote is implicated, Article V,
Section 1, of the Fund’s Declaration of Trust requires the Board first to approve, as necessary or desirable,
the submission of any action to the shareholders for their consideration. The Proposal includes a matter which is not among the enumerated subjects for shareholder vote as discussed above, and the Board has made no such determination to submit, and has not approved submitting, the Proposal to the Fund’s shareholders. The Fund’s Declaration of Trust is clear that the Board has authority over the business and affairs of the Fund, including the decision of whether shareholders should vote on the Proposal. Nothing in the Fund’s Declaration of Trust, By-Laws, or Massachusetts law applicable to Massachusetts business trusts creates a right for shareholders to vote on the Proposal. The Proposal improperly presents a proposal directly to the Fund’s shareholders without prior approval of the Board. Without the Board determining to authorize the Proposal, the Proposal does not constitute a proper subject for action by shareholders. Therefore, the Proposal can be excluded under Rule 14a-8(i)(1).
C. Additional Bases to Exclude Proposal
Although the Fund believes it has set forth above ample bases for excluding the Proposal, the Fund notes that further bases exist and, to the extent the Staff may not agree with the above positions of the Fund, the Fund can address such additional bases, including that the Proposal is excludable by under Rule 14a8(i)(3) 9 and Rule 14a-9 10 because it contains multiple statements that the Fund believes are false and misleading and that impugn the character of the Fund Trustees.
IV. Conclusion
For the foregoing reasons, the Fund represents that it has a reasonable basis to exclude the Proposal from the Proxy Materials, and requests that the Staff confirm that it will not recommend any enforcement action if the Fund excludes the Proposal from its Proxy Materials. 9 Rule 14a-8(i)(3) permits a company to omit a shareholder proposal if “the proposal or supporting statement is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials.” 10 Rule 14a-9 specifically prohibits proxy solicitations that are:
false or misleading with respect to any material fact, or omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with the respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading. An item is materially false or misleading when there is “a substantial likelihood that a reasonable shareholder would consider it to be important in deciding how to vote” (TSC Industries Inc. v. Northway, Inc., 426 U.S. 438, 439 (1976)). Note (b) under Rule 14a-9 provides as an example of what may be materially misleading: “[m]aterial which directly or indirectly impugns character, integrity or personal reputation, or directly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.”

We would be happy to provide you with any additional information or answer any questions that you may have. Should you disagree with the conclusions set forth herein, we respectfully request the opportunity to confer with you prior to the determination ofthe Staffs final position. Please do not hesitate to call me at (202) 778-9286, George Zornada at (617) 261-3231, or Jon-Luc DuPuy at (617) 261-3146, or email to, respectively, jennifer.gonzalez@klgates.com, george.zornada@klgates.com or jonluc.dupuy@klgates.com, ifwe may be of any further assistance in this matter. As noted above, ifthe Proponent elects to submit correspondence to the Commission or the Staff with respect to the Proposal or this letter, a copy ofthat correspondence should be furnished concurrently to the undersigned on behalf ofthe Fund pursuant to Rule 14a-8(k) and StaffLegal Bulletin No. 14D. We request that such copy be emailed to jennifer.gonzalez@klgates.com, george.zornada@klgates.com and jon-luc.dupuy@klgates.com. Very truly yours, cc: Jeffrey Pontiff Dustin Norris Stephanie Vitiello -7 - *

EXHIBIT A

K&L GATES LLP
1601 K STREET NW WASHINGTON DC 20006
T +1 202 778 9286 F +1 202 778 9100 klgates.com Jennifer Gonzalez Partner jennifer.gonzalez@klgates.com T +1 202 778 9286 F +1 202 778 9100

March 31, 2026
VIA ELECTRONIC SUBMISSION
Office of the Chief Counsel
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
RE: EXCHANGE ACT RULE 14a-8: OMISSION OF SHAREHOLDER PROPOSAL FROM THE 2026 PROXY STATEMENT OF HIGHLAND GLOBAL ALLOCATION FUND Dear Sir or Madam:
This letter is intended to supplement, but does not replace, our letter dated February 16, 2026 and our supplemental letter dated March 18, 2026 (together, the “Prior Letters”), on behalf of Highland Global Allocation Fund (the “Fund”), in accordance with to Rule 14a-8(j) under the Securities Exchange Act of 1934 pursuant to which we notified the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) of the Fund’s intention to exclude the shareholder proposal and supporting statement (the “Proposal”) of Mr. Jeffrey Pontiff (the “Proponent”) from its proxy materials (the “Proxy Materials”) in connection with the Fund’s 2026 Annual Meeting of Shareholders. Notwithstanding the Proponent’s arguments, the Fund believes it has a reasonable basis to exclude the Proposal pursuant to Rule 14a-8(b)(1) because the Proponent does not hold securities entitled to vote on the Proposal. The Proposal asks Fund shareholders to vote upon a request that the Fund’s Board of Trustees pursue a self-tender offer for all outstanding shares of the Fund at or close to net asset value with a contingent feature. As detailed in the Prior Letters, voting on a shareholder proposed self-tender offer is not among the enumerated matters on which shareholders are permitted to vote under the Fund’s organizational documents and likewise is not required by the Investment Company Act of 1940, as amended, other applicable law or the Fund’s disclosures. The Proponent thus holds securities that are entitled to vote only on certain matters, which do not include the subject of the Proposal. As discussed in the Prior Letters, the Staff has previously granted similar relief. The Fund respectfully requests that the Staff respond with a letter indicating that the Staff will not object if the Fund omits the Proposal from its Proxy Materials based on the reasons and representation contained herein and in the Prior Letters. We are submitting this letter to the Staff through the Staff’s online Shareholder Proposal Form. This letter is also being emailed to imshareholderproposals@sec.gov, and, in accordance with Rule 14a8(j)(1), is being sent simultaneously to the Proponent. We would be happy to provide you with any additional information or answer any questions that you may have. Please do not hesitate to call me at (202) 778-9286, George Zornada at (617) 261-3231, or

Jon-Luc DuPuy at (617) 261-3146, or email to, respectively, iennifer.gonzalez@klgates.com, george.zornada@klgates.com or jon-luc.dupuy@klgates.com, ifwe may be of any further assistance in this matter. If the Proponent elects to submit correspondence to the Staff with respect to the Proposal or this letter, a copy of that correspondence should be furnished concurrently to the undersigned and those listed in the above paragraph on behalfofthe Fund pursuant to Rule 14a-8(k) and Staff Legal Bulletin No. 14D. Very truly yours, cc: Jeffrey Pontiff Dustin Norris Stephanie Vitiello -2 *

Resources

Incoming Letter

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