April 5, 2024

George Zornada
K&L Gates LLP
1 Congress St., Suite 2900
Boston, MA 02114-2023

Re: Highland Opportunities and Income Fund

Omission of Shareholder Proposal Submitted by Allan D. Hausman., Pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended

Dear Mr. Zornada:

In a letter dated February 23, 2024, on behalf of Highland Opportunities and Income Fund (the “Fund”), you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Mr. Allan D. Hausman (the “Proponent”) is excluded from the proxy materials for the Fund’s 2024 Annual Meeting (the “Proxy Materials”). The Proposal provides:

RESOLVED, the shareholders recommend that the Board of Trustees commit to significantly reducing the percentage of the Fund’s assets invested in affiliated companies.

The Fund argues that the Proposal may be excluded from the Proxy Materials, as permitted by Rule 14a-8(i)(7) under the Securities Exchange Act of 1934, as amended, because the Proposal deals with matters relating to the Fund’s ordinary business operations.

Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(i)(7), as relating to the Fund’s ordinary business operations. Accordingly, we will not recommend action to the Commission if the Fund excludes the Proposal from its Proxy Materials in reliance on Rule 14a-8(i)(7). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which the Fund relies.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-3215.

Attachment
cc:  Allan Hausman (via email)
      Jon-Luc DuPuy (via email)