SEC Allows Highland Global Allocation Fund to Exclude Shareholder Proposal Under Rule 14a-8
Summary
The SEC Division of Investment Management declined to take enforcement action against Highland Global Allocation Fund's decision to exclude a shareholder proposal submitted by Jeffrey Pontiff for inclusion in the Fund's proxy materials. The Fund represented it had a reasonable basis for exclusion under Rule 14a-8(b)(1), and based solely on that representation, the SEC stated it would not object to the exclusion. This no-action letter represents the SEC staff's interpretive position and does not constitute formal Commission action or binding precedent.
“Based solely on that representation, we will not object if the Fund excludes the Proposal from its proxy materials.”
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GovPing monitors SEC: No-Action Letters - Investment Management for new securities & markets regulatory changes. Every update since tracking began is archived, classified, and available as free RSS or email alerts — 8 changes logged to date.
What changed
The SEC Division of Investment Management issued a no-action letter permitting Highland Global Allocation Fund to exclude a shareholder proposal submitted by Jeffrey Pontiff. The Fund claimed a reasonable basis for exclusion under Rule 14a-8(b)(1), and the SEC staff declined to object based solely on that representation. The letter transmits the SEC's position that the Fund may exclude the Proposal from its proxy materials for the upcoming annual meeting.
For other registered investment companies and fund complexes, this letter illustrates the SEC staff's continued willingness to support Rule 14a-8 exclusions where the submitting shareholder fails to establish the required ownership threshold. Shareholder proponents should ensure they meet the eligibility requirements before submitting proposals, while fund issuers should carefully document their basis for any exclusion decision.
Archived snapshot
Apr 28, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
Highland Global Allocation Fund
April 27, 2026
VIA E-MAIL
Jennifer Gonzalez
K&L Gates LLP
Re: Highland Global Allocation Fund (the “Fund”)
Incoming Letter dated February 16, 2026
Supplemental Correspondence dated March 31, 2026
Dear Ms. Gonzalez::
This letter is in response to your correspondence concerning the shareholder proposal (the “Proposal”) submitted to the Fund by Jeffrey Pontiff for inclusion in the Fund’s proxy materials for its upcoming annual meeting of security holders.
The Fund represents that it has a reasonable basis to exclude the Proposal under Rule 14a-8(b)(1). Based solely on that representation, we will not object if the Fund excludes the Proposal from its proxy materials.
Copies of all of the correspondence on which this response is based will be made available on our website.
Sincerely,
Disclosure Review and Accounting Office
Division of Investment Management
cc: Jeffrey Pontiff
Last Reviewed or Updated: April 27, 2026
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