SEC Division of Investment Management staff letter: Highland Opportunities and Income Fund

K&L GATES LLP
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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 OPPORTUNITIES AND INCOME FUND Dear Sir or Madam:
We are writing on behalf of Highland Opportunities and Income Fund (the “Fund”), pursuant to Rule 14a-8(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.