UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-23369
HIGHLAND GLOBAL ALLOCATION FUND
(Exact name of registrant as specified in charter)
300 Crescent
Court
Suite 700 Dallas, Texas 75201
(Address of principal executive offices) (Zip code)
NexPoint
Asset Management, L.P.
300 Crescent Court
Suite 700 Dallas, Texas 75201
(Name and Address of Agent for Service)
Registrants telephone number, including area code: (866) 745-0264
Date of fiscal year end: September 30
Date of reporting period: March 31, 2024
Item 1. |
Reports to Stockholders. |
(a) A copy of the Semi-Annual Report transmitted to shareholders
pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the 1940 Act), is attached herewith.
(b) Not applicable.
MARCH 31, 2024 SEMI-ANNUAL REPORT
Highland Global
Allocation Fund
HIGHLAND GLOBAL ALLOCATION FUND
TABLE OF CONTENTS
Economic and market conditions change frequently.
There is no assurance that the trends described in this report will continue or commence.
Privacy Policy
We recognize and
respect your privacy expectations, whether you are a visitor to our web site, a potential shareholder, a current shareholder or even a former shareholder.
Collection of Information. We may collect nonpublic personal information about you from the following sources:
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Account applications and other forms, which may include your name, address and social security
number, written and electronic correspondence and telephone contacts; |
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Web site information, including any information captured through the use of cookies; and
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Account history, including information about the transactions and balances in your accounts with us
or our affiliates. |
Disclosure of Information. We may share the information we collect with our
affiliates. We may also disclose this information as otherwise permitted by law. We do not sell your personal information to third parties for their independent use.
Confidentiality and Security of Information. We restrict access to nonpublic personal information about you to our employees and
agents who need to know such information to provide products or services to you. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information, although you should be aware
that data protection cannot be guaranteed.
A prospectus must precede or
accompany this report. Please read the prospectus carefully before you invest.
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Fund Profile (unaudited) |
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Highland Global Allocation Fund |
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Objective
Highland Global Allocation Fund seeks to provide long-term growth of capital and future income (future income means the ability to pay dividends in the
future.)
Net Assets as of March 31, 2024
$263.8 million
Portfolio Data as of March 31, 2024
The information below provides a snapshot of Highland Global Allocation Fund at the end of the reporting period. Highland Global Allocation Fund is
actively managed and the composition of its portfolio will change over time. Current and future holdings are subject to risk.
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Security Classifications as of 03/31/2024(1) |
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% |
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U.S. Equity |
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51.7 |
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U.S. Senior Loan |
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13.6 |
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Non-U.S. Equity |
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11.0 |
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U.S. LLC Interest |
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8.8 |
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U.S. Master Limited Partnership |
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8.6 |
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U.S. Registered Investment Company |
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5.7 |
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Non-U.S. Sovereign Bond |
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4.5 |
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U.S. Preferred Stock |
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4.4 |
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U.S. Asset-Backed Security |
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2.2 |
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Non-U.S. Registered Investment Company |
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1.4 |
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U.S. Cash Equivalent |
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1.0 |
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Other (each less than 1.0%) |
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(1.0 |
) |
Other Assets & Liabilities, Net |
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(11.9 |
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100.0 |
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Top 10 Holdings as of 3/31/2024(2) |
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% |
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MidWave Wireless, Inc. (fka Terrestar Corp.) (U.S. Equity) |
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21.3 |
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MidWave Wireless, Inc. (fka Terrestar Corp.) Term Loan A,
1st Lien 12.00%, 2/27/2028 (U.S. Senior Loans) |
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9.0 |
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Energy Transfer L.P. (U.S. Master Limited Partnerships) |
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6.7 |
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NexPoint Real Estate Finance, REIT (U.S. Equity) |
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4.9 |
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GAF REIT (U.S. Equity) |
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4.8 |
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Argentine Republic Government International Bond 3.50%, 7/9/2041 (Non-U.S. Sovereign Bonds) |
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4.5 |
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NexPoint Event Driven Fund, Class Z (U.S. Registered Investment
Companies) |
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4.4 |
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GAF REIT Sub III, LLC (U.S. LLC Interest) |
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4.3 |
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Whitestone, REIT, Class B (U.S. Equity) |
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4.2 |
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GAF REIT Sub II, LLC (U.S. LLC Interest) |
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3.2 |
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(1) |
Security classifications are calculated as a percentage of total net assets and net of long and short positions.
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(2) |
Top 10 holdings are calculated as a percentage of total net assets. |
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Financial Statements (unaudited) |
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March 31, 2024 |
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Highland Global Allocation Fund |
A GUIDE TO UNDERSTANDING THE FUNDS FINANCIAL STATEMENTS
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Investment Portfolio |
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The Investment Portfolio details the Funds holdings and its market value as of the last day of the reporting period. Portfolio holdings are organized by type of asset and industry to demonstrate areas of concentration and
diversification. |
Statement of Assets and Liabilities |
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This statement details the Funds assets, liabilities, net assets and share price for each share class as of the last day of the reporting period. Net assets are calculated by subtracting all of the Funds liabilities
(including any unpaid expenses) from the total of the Funds investment and non-investment assets. The net asset value per share for each class is calculated by dividing net assets allocated to that share
class by the number of shares outstanding in that class as of the last day of the reporting period. |
Statement of Operation |
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This statement reports income earned by the Fund and the expenses incurred by each Fund during the reporting period. The Statement of Operations also shows any net gain or loss the Fund realized on the sales of its holdings during
the period as well as any unrealized gains or losses recognized over the period. The total of these results represents the Funds net increase or decrease in net assets from operations. |
Statements of Changes in Net Assets |
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This statement details how the Funds net assets were affected by its operating results, distributions to shareholders and shareholder transactions (e.g., subscriptions, redemptions and distribution reinvestments) during the
reporting period. The Statement of Changes in Net Assets also details changes in the number of shares outstanding. |
Statement of Cash Flows |
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This statement reports net cash and foreign currency provided or used by operating, investing and financing activities and the net effect of those flows on cash and foreign currency during the period. |
Financial Highlights |
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The Financial Highlights demonstrate how the Funds net asset value per share was affected by the Funds operating results. The Financial Highlights also disclose the classes performance and certain key ratios (e.g.,
net expenses and net investment income as a percentage of average net assets). |
Notes to Financial Statements |
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These notes disclose the organizational background of the Fund, certain of their significant accounting policies (including those surrounding security valuation, income recognition and distributions to shareholders), federal tax
information, fees and compensation paid to affiliates and significant risks and contingencies. |
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Investment Portfolio (unaudited) |
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As of March 31, 2024 |
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Highland Global Allocation Fund |
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Shares |
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Value ($) |
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U.S. Equity 54.4% |
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COMMUNICATION SERVICES 21.9% |
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MidWave Wireless, Inc. (fka Terrestar |
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169,531 |
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Corp.) (a)(b)(c)(d)(e) |
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55,968,964 |
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189,945 |
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Telesat (e)(f) |
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1,633,527 |
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57,602,491 |
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CONSUMER DISCRETIONARY 3.5% |
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30,500 |
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BorgWarner, Inc. |
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1,059,570 |
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64,000 |
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MDC Holdings, Inc. |
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4,026,240 |
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276,000 |
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VF Corp. |
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4,233,840 |
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9,319,650 |
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ENERGY 1.9% |
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357,484 |
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Talos Energy, Inc. (e) |
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4,979,752 |
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4,979,752 |
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HEALTHCARE 0.4% |
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232,800 |
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Heron Therapeutics, Inc. (e)(f) |
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644,856 |
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17,200 |
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Patterson (f) |
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475,580 |
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1,120,436 |
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INDUSTRIALS 3.4% |
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10,330 |
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AECOM |
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1,013,166 |
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5,100 |
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Clean Harbors, Inc. (e) |
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1,026,681 |
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30,000 |
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Masonite International Corp. (e) |
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3,943,500 |
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25,400 |
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Montrose Environmental Group, Inc. (e) |
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994,918 |
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5,470 |
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Tetra Tech, Inc. |
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1,010,364 |
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55,300 |
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Vestis Corp. |
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1,065,631 |
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9,054,260 |
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MATERIALS 1.4% |
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730,484 |
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MPM Holdings, Inc. (d)(e) |
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3,652,420 |
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3,652,420 |
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REAL ESTATE 21.9% |
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56,000 |
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Alexandria Real Estate Equities, REIT (f) |
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7,218,960 |
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8,055 |
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City Office, REIT (f) |
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41,967 |
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1,147,062 |
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GAF REIT (a)(b)(c)(e) |
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12,668,775 |
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573,554 |
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NexPoint Diversified Real Estate Trust, REIT (c)(f) |
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3,785,456 |
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901,385 |
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NexPoint Real Estate Finance, REIT (c)(f) . |
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12,943,894 |
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180,761 |
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NexPoint Residential Trust, Inc., REIT (c)(f) |
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5,818,697 |
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417,500 |
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Seritage Growth Properties (e)(f) |
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4,028,875 |
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280,000 |
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United Development Funding IV, REIT, REIT (a)(b) |
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173,320 |
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875,255 |
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Whitestone, REIT, Class B (f) |
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10,984,450 |
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57,664,394 |
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Total U.S. Equity (Cost $146,391,383) |
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143,393,403 |
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Principal Amount ($) |
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U.S. Senior Loans (g) 13.6% |
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COMMUNICATION SERVICES 9.0% |
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23,775,864 |
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MidWave Wireless, Inc. (fka Terrestar Corp.) Term Loan A, 1st Lien, cash/0% PIK 02/27/28 (a)(b)(c) |
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23,711,669 |
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REAL ESTATE 4.6% |
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5,000,000 |
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NexPoint SFR Operating Partnership L.P., 05/24/27 (a)(b)(c) |
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4,850,000 |
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8,500,000 |
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NHT Operating Partnership LLC Convertible Promissory Note, 02/22/27 (a)(b)(c) |
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7,348,250 |
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12,198,250 |
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Total U.S. Senior Loans (Cost $37,267,586) |
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35,909,919 |
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Shares |
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Value ($) |
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Non-U.S. Equity 11.0% |
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COMMUNICATION SERVICES 0.0% |
|
77,866 |
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Grupo Clarin, Class B (e)(h) |
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134,415 |
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CONSUMER DISCRETIONARY 1.7% |
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|
|
3,000 |
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MercadoLibre, Inc. (e)(f)(h) |
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|
4,535,880 |
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ENERGY 2.8% |
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|
|
|
65,800 |
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Targa Resources (f)(h) |
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7,368,942 |
|
121 |
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Transocean (e)(f)(h) |
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|
760 |
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|
|
|
|
|
|
|
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7,369,702 |
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FINANCIALS 0.1% |
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|
|
|
24,300 |
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Grupo Supervielle ADR (e)(f)(h) |
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|
138,753 |
|
3,995 |
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StoneCo, Class A (e)(f)(h) |
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|
66,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
205,110 |
|
|
|
|
|
|
|
|
HEALTHCARE 0.0% |
|
|
|
|
10,445 |
|
HLS Therapeutics Inc. (h) |
|
|
30,604 |
|
|
|
|
|
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INDUSTRIALS 0.5% |
|
|
|
|
60,593 |
|
GL Events (h) |
|
|
1,248,598 |
|
10,858 |
|
SGL Carbon (e)(h) |
|
|
81,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,330,156 |
|
|
|
|
|
|
|
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REAL ESTATE 1.5% |
|
|
|
|
360,000 |
|
Tricon Residential (h) |
|
|
4,014,000 |
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|
|
|
|
|
|
|
UTILITIES 4.4% |
|
|
|
|
202,250 |
|
Central Puerto ADR (f)(h) |
|
|
1,852,610 |
|
67,700 |
|
Pampa Energia ADR (e)(f)(h) |
|
|
2,920,578 |
|
60,000 |
|
RWE (h) |
|
|
2,038,599 |
|
66,500 |
|
Vistra Corp. (f)(h) |
|
|
4,631,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,443,512 |
|
|
|
|
|
|
|
|
|
|
Total Non-U.S. Equity (Cost $19,985,411) |
|
|
29,063,379 |
|
|
|
|
|
|
|
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U.S. LLC Interest 8.8% |
|
REAL ESTATE 8.8% |
|
349 |
|
GAF REIT Sub II, LLC (a)(b)(c)(e) |
|
|
8,375,559 |
|
156,528 |
|
GAF REIT Sub III, LLC (a)(b)(c)(e) |
|
|
11,341,810 |
|
3,789,008 |
|
SFR WLIF III, LLC (a)(b)(c) |
|
|
3,410,866 |
|
|
|
|
|
|
|
|
|
|
Total U.S. LLC Interest (Cost $24,175,570) |
|
|
23,128,235 |
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|
|
|
|
|
|
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U.S. Master Limited Partnerships 8.6% |
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ENERGY 8.6% |
|
1,127,440 |
|
Energy Transfer L.P. (f) |
|
|
17,734,631 |
|
139,050 |
|
Western Midstream Partners L.P. (f) |
|
|
4,943,227 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Master Limited Partnerships (Cost $21,741,958) |
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|
22,677,858 |
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|
|
|
|
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U.S. Registered Investment Companies 5.7% |
|
334,005 |
|
Highland Opportunities and Income Fund (c)(f) |
|
|
2,348,055 |
|
724,799 |
|
NexPoint Event Driven Fund, Class Z (c) |
|
|
11,604,028 |
|
58,598 |
|
NexPoint Merger Arbitrage Fund, Class Z (c) |
|
|
1,155,550 |
|
|
|
|
|
|
|
|
|
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Total U.S. Registered Investment Companies (Cost $15,779,929) |
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|
15,107,633 |
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|
|
|
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SEE GLOSSARY ON PAGE 7 FOR
ABBREVIATIONS ALONG WITH ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. | 3
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|
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Investment Portfolio (unaudited) (continued) |
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|
As of March 31, 2024 |
|
Highland Global Allocation Fund |
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|
|
|
|
|
|
|
|
Principal Amount ($) |
|
Value ($) |
|
Non-U.S. Sovereign Bonds 4.5% |
|
90,699 |
|
Argentine Republic Government International Bond 1.00%, (05/15/2024) (h) |
|
|
49,005 |
|
29,000,000 |
|
3.50%, (05/15/2024) (h)(i) |
|
|
11,751,111 |
|
|
|
|
|
|
|
|
|
|
Total Non-U.S. Sovereign Bonds (Cost $16,870,413) |
|
|
11,800,116 |
|
|
|
|
|
|
|
|
Shares |
|
U.S. Preferred Stock 4.4% |
|
FINANCIALS 1.6% |
|
104,500 |
|
First Horizon (f)(j) |
|
|
2,609,965 |
|
89,000 |
|
Western Alliance Bancorp (f)(j) |
|
|
1,602,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,211,965 |
|
|
|
|
|
|
|
|
HEALTHCARE 1.5% |
|
202,684 |
|
Apnimed, Series C-1 (a)(b)(e)(j) |
|
|
2,466,665 |
|
108,098 |
|
Apnimed, Series C-2 (a)(b)(e)(j) |
|
|
1,392,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,858,967 |
|
|
|
|
|
|
|
|
REAL ESTATE 1.3% |
|
239,774 |
|
Braemar Hotels & Resorts, Inc. (e)(j) |
|
|
3,287,589 |
|
13,831 |
|
NexPoint Diversified Real Estate Trust, REIT (c)(f)(j) |
|
|
217,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,505,427 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Preferred Stock (Cost $9,711,321) |
|
|
11,576,359 |
|
|
|
|
|
|
|
|
Principal Amount ($) |
|
U.S. Asset-Backed Securities 2.2% |
|
250,000 |
|
CFCRE Commercial Mortgage Trust, Series 2017-C8, Class D 3.00%, (05/15/2024) |
|
|
190,529 |
|
5,746,955 |
|
FREMF Mortgage Trust, Series 2018-KF44, Class C SOFR30A + 8.614%, 13.93%, (05/15/2024) |
|
|
5,767,966 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Asset-Backed Securities (Cost $5,965,441) |
|
|
5,958,495 |
|
|
|
|
|
|
|
|
Shares |
|
Non-U.S. Registered Investment Companies 1.4% |
|
10,000 |
|
BB Votorantim Highland Infrastructure, LLC (a)(b)(c) |
|
|
3,598,301 |
|
|
|
|
|
|
|
|
|
|
Total Non-U.S. Registered Investment Companies (Cost
$4,571,783) |
|
|
3,598,301 |
|
|
|
|
|
|
|
|
Non-U.S. Master Limited Partnership 0.9% |
|
ENERGY 0.9% |
|
78,631 |
|
Enterprise Products Partners L.P. (f)(h) |
|
|
2,294,453 |
|
|
|
|
|
|
|
|
|
|
Total Non-U.S. Master Limited Partnership (Cost
$2,151,846) |
|
|
2,294,453 |
|
|
|
|
|
|
|
|
Principal Amount ($) |
|
U.S. Corporate Bonds & Notes 0.2% |
|
COMMUNICATION SERVICES 0.2% |
|
|
|
iHeartCommunications, Inc. |
|
|
|
|
320,615 |
|
6.38%, 05/01/26 (f) |
|
|
273,538 |
|
584,493 |
|
8.38%, 05/01/27 (f) |
|
|
326,909 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Corporate Bonds & Notes (Cost $1,361,096) |
|
|
600,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units |
|
Value ($) |
|
U.S. Rights 0.1% |
|
|
|
|
HEALTHCARE 0.1% |
|
2,156,000 |
|
Paratek Pharmaceuticals (e) |
|
|
172,480 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Rights (Cost $) |
|
|
172,480 |
|
|
|
|
|
|
|
|
Non-U.S. Warrants 0.0% |
|
COMMUNICATION SERVICES 0.0% |
|
1,109 |
|
iHeartCommunications, Inc., Expires 05/01/2039(e)(h) |
|
|
2,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,911 |
|
|
|
|
|
|
|
|
INDUSTRIALS 0.0% |
|
1,260,362 |
|
American Airlines Group, Inc., Expires (a)(b)(e)(h) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-U.S. Warrants (Cost $23,084) |
|
|
2,911 |
|
|
|
|
|
|
|
|
Principal Amount ($) |
|
U.S. Repurchase Agreement 0.0% |
|
12 |
|
RBC Dominion Securities, Inc. 5.330%, dated 03/28/2024 to be repurchased on 04/01/2024, repurchase price $12 (collateralized by U.S. Government obligations, ranging in par value $0$2, 0.000%8.000%,
04/11/202403/01/2054; with total market value $12) (k)(l) |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Repurchase Agreement (Cost $12) |
|
|
12 |
|
|
|
|
|
|
|
|
Shares |
|
U.S. Cash Equivalent 1.0% |
|
MONEY MARKET FUND (m) 1.0% |
|
2,725,435 |
|
Dreyfus Treasury Obligations Cash Management, Institutional Class 5.200% |
|
|
2,725,435 |
|
|
|
|
|
|
|
|
|
|
Total U.S. Cash Equivalent (Cost $2,725,435) |
|
|
2,725,435 |
|
|
|
|
|
|
|
|
Total Investments 116.8% |
|
|
308,009,436 |
|
|
|
|
|
|
|
|
(Cost $308,722,268) |
|
|
|
|
SECURITIES SOLD SHORT (3.5)% |
|
U.S. EXCHANGE-TRADED FUND (0.8)% |
|
(9,610) |
|
iShares Russell 2000 ETF |
|
|
(2,020,983 |
) |
|
|
|
|
|
|
|
|
|
Total U.S. Exchange-Traded Funds (Proceeds $2,000,747) |
|
|
(2,020,983 |
) |
|
|
|
|
|
|
|
U.S. Equity (2.7)% |
|
COMMUNICATION SERVICES (2.3)% |
|
(9,952) |
|
Netflix, Inc. (f)(n) |
|
|
(6,044,148 |
) |
|
|
|
|
|
|
|
CONSUMER STAPLES (0.4)% |
|
(4,000) |
|
WD-40 Co. |
|
|
(1,013,240 |
) |
|
|
|
|
|
|
|
|
|
Total U.S. Equity (Proceeds $1,665,944) |
|
|
(7,057,388 |
) |
|
|
|
|
|
|
|
|
|
Total Securities Sold Short - (3.5)% (Proceeds $3,666,691) |
|
|
(9,078,371 |
) |
|
|
|
|
|
|
|
SEE GLOSSARY ON PAGE 7 FOR
ABBREVIATIONS ALONG WITH ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. | 4
|
|
|
Investment Portfolio (unaudited) (continued) |
|
|
As of March 31, 2024 |
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
Principal Amount ($) |
|
Value ($) |
|
U.S. Reverse Repurchase Agreement (1.4)% |
|
(3,734,000) |
|
FREMF Mortgage Trust |
|
|
(3,734,000 |
) |
|
|
|
|
|
|
|
|
|
Total U.S. Reverse Repurchase Agreement (Proceeds $3,734,000) |
|
|
(3,734,000 |
) |
|
|
|
|
|
|
|
Other Assets & Liabilities, Net (11.9)% (o) |
|
|
(31,439,532 |
) |
|
|
|
|
|
|
|
Net Assets 100.0% |
|
|
263,757,533 |
|
|
|
|
|
|
|
|
(a) |
Securities with a total aggregate value of $135,306,481, or 51.3% of net assets, were classified as Level 3 within
the three-tier fair value hierarchy. Please see Notes to Financial Statements for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments. |
(b) |
Represents fair value as determined by the Investment Adviser pursuant to the policies and procedures approved by the
Board of Trustees (the Board). The Board has designated the Investment Adviser as valuation designee for the Fund pursuant to Rule 2a-5 of the Investment Company Act of 1940, as
amended. The Investment Adviser considers fair valued securities to be securities for which market quotations are not readily available and these securities may be valued using a combination of observable and unobservable inputs. Securities with a
total aggregate value of $135,306,481, or 51.3% of net assets, were fair valued under the Funds valuation procedures as of March 31, 2024. Please see Notes to Financial Statements. |
(c) |
Affiliated issuer. Assets with a total aggregate fair value of $169,147,712, or 64.1% of net assets, were affiliated with
the Fund as of March 31, 2024. |
(d) |
Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or
contractual restrictions on resale. The Fund does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good
faith under the policies and procedures established by the Board. Additional Information regarding such securities follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Security |
|
Security Type |
|
|
Acquisition Date |
|
|
Cost of Security |
|
|
Fair Value at Period End |
|
|
Percent of Net Assets |
|
MidWave Wireless, Inc. (fka Terrestar Corp.) |
|
|
U.S. Equity |
|
|
|
11/14/2014 |
|
|
$ |
48,015,561 |
|
|
$ |
55,968,964 |
|
|
|
21.2% |
|
MPM Holdings, Inc. |
|
|
U.S. Equity |
|
|
|
5/15/2019 |
|
|
$ |
|
|
|
$ |
3,652,420 |
|
|
|
1.4% |
|
(e) |
Non-income producing security. |
(f) |
All or part of this security is pledged as collateral for short sales. The fair value of the securities pledged as
collateral was $95,398,335. |
(g) |
Senior loans (also called bank loans, leveraged loans, or floating rate loans) in which the Fund invests generally pay
interest at rates which are periodically determined by reference to a base lending rate plus a spread (unless otherwise identified, all senior loans carry a variable rate of interest). These base lending rates are generally (i) the Prime Rate
offered by one or more major United States banks, (ii) the lending rate offered by one or more European banks such as the Secured Overnight Financing Rate (SOFR) or (iii) the Certificate of Deposit rate. As of March 31,
2024, the SOFR 1 Month and SOFR 3 Month rates were 5.32% and 5.35%, respectively. Senior loans, while exempt from registration under the Securities Act of 1933, as amended (the 1933 Act), contain certain restrictions on resale and cannot
be sold publicly. Senior secured floating rate loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, whether as a contractual requirement or at their election,
cannot be predicted with accuracy. As a result, the actual remaining maturity maybe substantially less than the stated maturity shown. |
(h) |
As described in the Funds prospectus, a company is considered to be a
non-U.S. issuer if the companys securities principally trade on a market outside of the United States, the company derives a majority of its revenues or profits outside of the United States, the company
is not organized in the United States, or the company is significantly exposed to the economic fortunes and risks of regions outside the United States. |
(i) |
Step Coupon Security. Coupon rate will either increase (step-up bond) or decrease (step-down bond) at regular intervals
until maturity. Interest rate shown reflects the rate currently in effect. |
(j) |
Perpetual security with no stated maturity date. |
(k) |
Tri-Party Repurchase Agreement. |
(l) |
This security was purchased with cash collateral held from securities on loan. The total value of such securities as of
March 31, 2024 was $12. |
(m) |
Rate reported is 7 day effective yield. |
(n) |
No dividend payable on security sold short. |
(o) |
As of March 31, 2024, $9,119,331 in cash was segregated or on deposit with the brokers to cover investments sold
short and is included in Other Assets & Liabilities, Net. |
SEE GLOSSARY ON PAGE 7 FOR
ABBREVIATIONS ALONG WITH ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. | 5
|
|
|
Investment Portfolio (unaudited) (concluded) |
|
|
As of March 31, 2024 |
|
Highland Global Allocation Fund |
Reverse
Repurchase Agreement outstanding as of March 31, 2024 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty |
|
Collateral Pledged |
|
Interest Rate % |
|
|
Trade Date |
|
|
Repurchase Amount |
|
|
Principal Amount |
|
|
Value |
|
Mizuho |
|
FREMF Mortgage Trust, Series 2018-KF44, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities |
|
Class C, 04/05/2024 |
|
|
7.12 |
|
|
|
03/08/2024 |
|
|
$ |
(3,734,000) |
|
|
$ |
(3,734,000) |
|
|
$ |
(3,734,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Reverse Repurchase Agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(3,734,000) |
|
|
$ |
(3,734,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEE GLOSSARY ON PAGE 7 FOR
ABBREVIATIONS ALONG WITH ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. | 6
|
|
|
GLOSSARY: (abbreviations that may be used in the preceding statements) (unaudited) |
|
|
|
|
|
Other Abbreviations:
ADR |
American Depositary Receipt |
CFCRE |
Center for Commercial Real Estate |
FREMF |
Freddie Mac Multi-Family |
LLC |
Limited Liability Company |
REIT |
Real Estate Investment Trust |
SOFR30A |
Secured Overnight Financing Rate 30-Day Average |
|
|
|
Statement of Assets and Liabilities (unaudited) |
|
|
As of March 31, 2024 |
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
($) |
|
Assets |
|
|
|
|
Investments, at value |
|
|
136,136,277 |
|
Affiliated investments, at value (Note 9) |
|
|
169,147,712 |
|
|
|
|
|
|
Total Investments, at value |
|
|
305,283,989 |
|
Cash equivalent (Note 2) |
|
|
2,725,435 |
|
Repurchase agreement, at value |
|
|
12 |
|
Cash |
|
|
151,997 |
|
Restricted Cash Securities Sold Short (Note 2) |
|
|
9,119,331 |
|
Foreign currency, at value (Note 2) |
|
|
5,020 |
|
Foreign tax reclaim receivable |
|
|
15,927 |
|
Receivable for: |
|
|
|
|
Investment sold |
|
|
892,577 |
|
Dividends and interest |
|
|
2,493,252 |
|
Reinvested distributions |
|
|
222,324 |
|
Prepaid expenses and other assets |
|
|
99,944 |
|
|
|
|
|
|
Total assets |
|
|
321,009,808 |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
Securities sold short, at value (Proceeds from securities sold short $3,666,691 (Notes 2 and 7)) |
|
|
9,078,371 |
|
Reverse repurchase agreement |
|
|
3,734,000 |
|
Due to broker |
|
|
43,785,397 |
|
Payable for: |
|
|
|
|
Investments purchased |
|
|
144,485 |
|
Collateral from securities loaned (Note 4) |
|
|
12 |
|
Investment advisory and administration fees (Note 6) |
|
|
65,216 |
|
Accounting services fees |
|
|
38,686 |
|
Interest expense and commitment fee payable |
|
|
17,724 |
|
Transfer agent fees |
|
|
78,698 |
|
Reports to shareholders |
|
|
34,762 |
|
Legal fees |
|
|
163,852 |
|
Audit and tax compliance fees |
|
|
76,000 |
|
Accrued expenses and other liabilities |
|
|
35,072 |
|
|
|
|
|
|
Total liabilities |
|
|
57,252,275 |
|
|
|
|
|
|
Net Assets |
|
|
263,757,533 |
|
|
|
|
|
|
|
|
Net Assets Consist of: |
|
|
|
|
Paid-in capital |
|
|
703,493,686 |
|
Total accumulated loss |
|
|
(439,736,153 |
) |
|
|
|
|
|
Net Assets |
|
|
263,757,533 |
|
Investments, at cost |
|
|
134,160,712 |
|
Affiliated investments, at cost (Note 9) |
|
|
171,214,340 |
|
Cash equivalent, at cost (Note 2) |
|
|
2,725,435 |
|
Repurchase agreement, at cost |
|
|
12 |
|
Foreign currency, at cost (Note 2) |
|
|
91,794 |
|
Common Shares |
|
|
|
|
Shares outstanding ($0.001 par value; unlimited shares authorized) |
|
|
22,823,528 |
|
Net asset value, offering and redemption price per share |
|
|
11.56 |
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS | 8 |
|
|
|
Statement of Operations (unaudited) |
|
|
For the six months ended March 31, 2024 |
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
($) |
|
Investment Income: |
|
|
|
|
Income: |
|
|
|
|
Dividends from unaffiliated issuers |
|
|
2,129,078 |
|
Dividends from affiliated issuers (Note 9) |
|
|
2,013,645 |
|
Securities lending income (Note 4) |
|
|
4 |
|
Interest from unaffiliated issuers |
|
|
1,316,216 |
|
Interest from affiliated issuers (Note 9) |
|
|
1,844,545 |
|
|
|
|
|
|
Total income |
|
|
7,303,488 |
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
Investment advisory (Note 6) |
|
|
515,430 |
|
Accounting services fees |
|
|
97,757 |
|
Transfer agent fees |
|
|
80,389 |
|
Legal fees |
|
|
103,666 |
|
Registration fees |
|
|
19,814 |
|
Audit and tax compliance fees |
|
|
82,018 |
|
Interest expense and commitment fees |
|
|
1,488,943 |
|
Insurance |
|
|
28,258 |
|
Trustees fees (Note 6) |
|
|
45,214 |
|
Reports to shareholders |
|
|
40,000 |
|
Custodian/wire agent fees |
|
|
6,805 |
|
Dividends and fees on securities sold short (Note 2) |
|
|
6,840 |
|
Other |
|
|
61,743 |
|
|
|
|
|
|
Total expenses before waiver and reimbursement |
|
|
2,576,877 |
|
Less: Expenses waived or borne by the adviser and administrator |
|
|
(139,035 |
) |
|
|
|
|
|
Net expenses |
|
|
2,437,842 |
|
|
|
|
|
|
Net investment income |
|
|
4,865,646 |
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gain (Loss) on Investments |
|
|
|
|
Net realized gain (loss) on: |
|
|
|
|
Investments from unaffiliated issuers |
|
|
(4,076,283 |
) |
Foreign currency related transactions (Note 2) |
|
|
(4,623 |
) |
|
|
|
|
|
Net realized loss |
|
|
(4,080,906 |
) |
|
|
|
|
|
|
|
Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
Investments in unaffiliated issuers |
|
|
29,195,654 |
|
Investments in affiliated issuers (Note 9) |
|
|
(7,781,896 |
) |
Securities sold short (Note 2) |
|
|
(2,506,789 |
) |
Foreign currency related translations (Note 2) |
|
|
(2,238 |
) |
|
|
|
|
|
Net change in unrealized appreciation (depreciation) |
|
|
18,904,731 |
|
|
|
|
|
|
Net realized and unrealized gain (loss) |
|
|
14,823,825 |
|
|
|
|
|
|
Total increase in net assets resulting from operations |
|
|
19,689,471 |
|
|
|
|
|
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS | 9 |
|
|
|
Statements of Changes in Net Assets |
|
|
|
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, 2024 (unaudited) ($) |
|
|
Year Ended September 30, 2023 ($) |
|
Increase (Decrease) in Net Assets Resulting from Operations: |
|
|
|
|
|
|
|
|
Net investment income |
|
|
4,865,646 |
|
|
|
9,750,765 |
|
Net realized gain (loss) |
|
|
(4,080,906 |
) |
|
|
(5,165,747 |
) |
Net change in unrealized appreciation (depreciation) |
|
|
18,904,731 |
|
|
|
12,345,834 |
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
|
19,689,471 |
|
|
|
16,930,852 |
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
(11,252,172 |
) |
|
|
(10,001,548 |
) |
Return of capital |
|
|
|
|
|
|
(12,474,020 |
) |
|
|
|
|
|
|
|
|
|
Decrease resulting from distributions |
|
|
(11,252,172 |
) |
|
|
(22,475,568 |
) |
|
|
|
|
|
|
|
|
|
Increase (decrease) in net assets from operations and distributions |
|
|
8,437,299 |
|
|
|
(5,544,716 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Share transactions: |
|
|
|
|
|
|
|
|
Value of distributions reinvested Shares of closed-end fund |
|
|
1,365,127 |
|
|
|
2,752,205 |
|
|
|
|
|
|
|
|
|
|
Net increase from shares transactions |
|
|
1,365,127 |
|
|
|
2,752,205 |
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets |
|
|
9,802,426 |
|
|
|
(2,792,511 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
253,955,107 |
|
|
|
256,747,618 |
|
|
|
|
|
|
|
|
|
|
End of period |
|
|
263,757,533 |
|
|
|
253,955,107 |
|
|
|
|
|
|
|
|
|
|
Capital Stock Activity Shares |
|
|
|
|
|
|
|
|
|
|
|
Shares of closed-end fund: |
|
|
|
|
|
|
|
|
Issued for distribution reinvested |
|
|
174,687 |
|
|
|
305,555 |
|
|
|
|
|
|
|
|
|
|
Net increase in fund shares |
|
|
174,687 |
|
|
|
305,555 |
|
|
|
|
|
|
|
|
|
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS | 10 |
|
|
|
Statement of Cash Flows (unaudited) |
|
|
For the six months ended March 31, 2024 |
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
($ |
) |
Cash Flows Used in Operating Activities: |
|
|
|
|
Net increase in net assets resulting from operations |
|
|
19,689,471 |
|
|
|
Adjustments to Reconcile Net Increase in Net Assets to Net Cash Used in
Operating Activities: |
|
|
|
|
Purchases of investment securities from unaffiliated issuers |
|
|
(30,054,053 |
) |
Purchases of investment securities from affiliated issuers |
|
|
(583,858 |
) |
Proceeds from disposition of investment securities from unaffiliated issuers |
|
|
44,872,973 |
|
Proceeds from return of capital of investment securities from affiliated
issuers |
|
|
109,356 |
|
Proceeds of securities sold short |
|
|
2,000,747 |
|
Amortization of premiums from unaffiliated issuers |
|
|
1,393,493 |
|
Amortization of premiums from affiliated issuers |
|
|
(1,393,493 |
) |
Net realized (gain) loss on investments from unaffiliated issuers |
|
|
4,076,283 |
|
Net realized (gain) loss on securities sold short, and foreign currency
related transactions |
|
|
4,623 |
|
Net change in unrealized (appreciation)/depreciation on investments, affiliated
investments, securities sold short, and translation on assets and liabilities denominated in foreign currency |
|
|
(18,904,731 |
) |
(Increase) Decrease in receivable for dividends and interest |
|
|
115,712 |
|
(Increase) Decrease in foreign tax reclaims receivable |
|
|
(313 |
) |
(Increase) Decrease in receivable for investments sold |
|
|
(892,577 |
) |
(Increase) Decrease in due from broker |
|
|
(10,564,046 |
) |
(Increase) Decrease in prepaid expenses and other assets |
|
|
(86,099 |
) |
Increase (Decrease) in payable for investments purchased |
|
|
57,295 |
|
Increase (Decrease) in payable for investment advisory and administration
fees |
|
|
12,359 |
|
Increase (Decrease) in payable for trustees fees |
|
|
(520 |
) |
Increase (Decrease) in payable for reports to shareholders |
|
|
34,762 |
|
Increase (Decrease) in payable for transfer agent fees |
|
|
15,553 |
|
Increase (Decrease) in payable for legal fees and audit fees |
|
|
44,595 |
|
Increase (Decrease) in payable for interest expense and commitment fees |
|
|
8,517 |
|
Increase (Decrease) in accrued expenses and other liabilities |
|
|
(7,483 |
) |
|
|
|
|
|
Net cash flow provided by operating activities |
|
|
9,948,566 |
|
|
|
|
|
|
|
|
Cash Flows Used In Financing Activities: |
|
|
|
|
Reverse repurchase agreement |
|
|
153,000 |
|
Distributions paid in cash |
|
|
(9,887,045 |
) |
Increase (Decrease) in receivable for reinvested distributions |
|
|
7,348 |
|
|
|
|
|
|
Net cash flow used in financing activities |
|
|
(9,726,697 |
) |
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
(6,861 |
) |
|
|
|
|
|
Net increase in cash |
|
|
215,008 |
|
|
|
|
|
|
|
|
Cash, Cash Equivalent, Restricted Cash, and Foreign Currency: |
|
|
|
|
Beginning of period |
|
|
11,786,775 |
|
|
|
|
|
|
End of period |
|
|
12,001,783 |
|
|
|
|
|
|
|
|
End of Period Cash Balances: |
|
|
|
|
Cash equivalent |
|
|
2,725,435 |
|
Cash |
|
|
151,997 |
|
Restricted Cash |
|
|
9,119,331 |
|
Foreign currency |
|
|
5,020 |
|
|
|
|
|
|
End of period |
|
|
12,001,783 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
Reinvestment of distributions |
|
|
1,365,127 |
|
|
|
|
|
|
Paid in-kind interest income |
|
|
1,844,545 |
|
|
|
|
|
|
Cash paid during the period for interest expense and commitment fees |
|
|
1,480,426 |
|
|
|
|
|
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS | 11 |
|
|
|
Financial Highlights |
|
|
|
|
Highland Global Allocation Fund |
Selected data
for a share outstanding throughout each period/year is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended March 31, 2024 (unaudited) |
|
|
For the Years Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019* |
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of Period |
|
|
$11.21 |
|
|
|
$11.49 |
|
|
|
$11.76 |
|
|
|
$9.45 |
|
|
|
$13.09 |
|
|
|
$14.63 |
|
|
|
|
|
|
|
|
Income from Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income(a) |
|
|
0.21 |
|
|
|
0.43 |
|
|
|
0.29 |
|
|
|
0.38 |
|
|
|
0.43 |
|
|
|
0.30 |
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss) |
|
|
0.64 |
|
|
|
0.29 |
|
|
|
0.38 |
|
|
|
2.82 |
|
|
|
(3.00 |
) |
|
|
(1.10 |
) |
|
|
|
|
|
|
|
Total from Investment Operations |
|
|
0.85 |
|
|
|
0.72 |
|
|
|
0.67 |
|
|
|
3.20 |
|
|
|
(2.57 |
) |
|
|
(0.80 |
) |
|
|
|
|
|
|
Less Distributions Declared to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income |
|
|
(0.50 |
) |
|
|
(0.44 |
) |
|
|
(0.33 |
) |
|
|
(0.28 |
) |
|
|
(0.61 |
) |
|
|
(0.20 |
) |
|
|
|
|
|
|
|
From return of capital |
|
|
|
|
|
|
(0.56 |
) |
|
|
(0.61 |
) |
|
|
(0.61 |
) |
|
|
(0.46 |
) |
|
|
(0.54 |
) |
|
|
|
|
|
|
|
Total distributions declared to shareholders |
|
|
(0.50 |
) |
|
|
(1.00 |
) |
|
|
(0.94 |
) |
|
|
(0.89 |
) |
|
|
(1.07 |
) |
|
|
(0.74 |
) |
|
|
|
|
|
|
|
Net Asset Value, End of Period(b) |
|
$ |
11.56 |
|
|
$ |
11.21 |
|
|
$ |
11.49 |
|
|
$ |
11.76 |
|
|
$ |
9.45 |
|
|
$ |
13.09 |
|
|
|
|
|
|
|
|
Total Return(b)(c)
|
|
|
7.73 |
% |
|
|
6.30 |
% |
|
|
5.31 |
% |
|
|
35.13 |
% |
|
|
(19.92 |
)% |
|
|
(4.40 |
)% |
|
|
|
|
|
|
|
Ratios to Average Net Assets:(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000s) |
|
$ |
263,758 |
|
|
$ |
253,955 |
|
|
$ |
256,748 |
|
|
$ |
259,472 |
|
|
$ |
205,462 |
|
|
$ |
296,164 |
|
|
|
|
|
|
|
|
Gross expenses(e)(f) |
|
|
2.00 |
% |
|
|
2.07 |
% |
|
|
1.16 |
% |
|
|
1.01 |
% |
|
|
1.92 |
% |
|
|
2.54 |
% |
|
|
|
|
|
|
|
Net investment income |
|
|
3.78 |
% |
|
|
3.71 |
% |
|
|
2.34 |
% |
|
|
3.48 |
% |
|
|
4.06 |
% |
|
|
2.11 |
% |
|
|
|
|
|
|
|
Portfolio turnover rate |
|
|
10 |
% |
|
|
10 |
% |
|
|
31 |
% |
|
|
17 |
% |
|
|
18 |
% |
|
|
28 |
% |
|
Reflects the financial highlights of Class Z of the open-end fund prior to the conversion. |
* |
Per share data prior to February 15, 2019 has been adjusted to give effect to an approximately 1 to 1.4217 reverse stock
split as part of the conversion to a closed-end fund. (Note 1). |
(a) |
Per share data was calculated using average shares outstanding during the period. |
(b) |
The Net Asset Value per share and total return have been calculated based on net assets which include adjustments
made in accordance with U.S. Generally Accepted Accounting Principles required at period end for financial reporting purposes. These figures do not necessarily reflect the Net Asset Value per share or total return experienced by the shareholder at
period end |
(c) |
Total return is based on fair value per share for periods after February 15, 2019. Distributions are assumed for purposes
of this calculation to be reinvested at prices obtained under the Funds Dividend Reinvestment Plan. Prior to February 15, 2019, total return is at net asset value assuming all distributions are reinvested. For periods with
waivers/reimbursements, had the Funds Investment Adviser not waived or reimbursed a portion of expenses, total return would have been lower. |
(d) |
All ratios for the period have been annualized, unless otherwise indicated. |
(e) |
Supplemental expense ratios are shown below: |
(f) |
Includes dividends and fees on securities sold short. |
Supplemental Expense Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months
Ended March 31, 2024 (unaudited) |
|
|
For the Years Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
|
|
|
|
|
|
Net expenses (net of waiver/reimbursement, if applicable, but gross of all other expenses)(g) |
|
|
1.89 |
% |
|
|
1.95 |
% |
|
|
1.01 |
% |
|
|
0.88 |
% |
|
|
1.81 |
% |
|
|
2.45 |
% |
|
|
|
|
|
|
|
Interest expense and commitment fees |
|
|
1.16 |
% |
|
|
1.19 |
% |
|
|
0.28 |
% |
|
|
0.15 |
% |
|
|
0.82 |
% |
|
|
1.60 |
% |
|
|
|
|
|
|
|
Dividends and fees on securities sold short |
|
|
0.01 |
% |
|
|
|
%(h) |
|
|
0.01 |
% |
|
|
0.01 |
% |
|
|
0.07 |
% |
|
|
0.11 |
% |
(g) |
This includes the voluntary elected waiver by the Investment Adviser during the period, which resulted in a 0.12% impact
to the net expenses ratio. |
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS | 12 |
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Note 1. Organization
Highland Global
Allocation Fund (the Fund) is organized as an unincorporated business trust under the laws of The Commonwealth of Massachusetts. The Fund is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a
diversified, closed-end management investment company. This report covers information for the six months ended March 31, 2024.
On November 8, 2018, shareholders of the Fund approved a proposal authorizing the Board of Trustees (the Board) of the Fund to convert the Fund from an open-end fund to a closed-end fund at a special meeting of shareholders. The Board took action to convert the Fund to a closed-end fund
effective shortly after 4:00 p.m. Eastern Time on February 14, 2019 (the Conversion Date). The Fund also effected an approximately 1-for-1.4217 reverse
stock split of the Funds issued and outstanding shares on February 14, 2019, thereby reducing the number of shares outstanding. Shareholders were paid cash for any fractional shares resulting from the reverse stock split. The Fund began
listing its shares for trading on the New York Stock Exchange (the NYSE) on February 19, 2019 under the ticker symbol HGLB. The Fund may issue an unlimited number of common shares, par value $0.001 per share
(Common Shares). Prior to the Conversion Date, the Fund issued Class A, Class C, and Class Y shares.
Note 2. Significant Accounting
Policies
The following summarizes the significant accounting policies consistently followed by the Fund in the preparation of its financial statements.
Use of Estimates
The Fund is an investment company that follows the investment
company accounting and reporting guidance of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 Financial ServicesInvestment Companies applicable to investment companies. The
Funds financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require NexPoint Asset Management, L.P. (formerly Highland Capital Management
Fund Advisors, L.P.) (NexPoint or the Investment Adviser) to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases or decreases in net assets from operations
during the reporting period. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Valuation of Investments
Pursuant to Rule
2a-5 under the 1940 Act, the Board has designated NexPoint as the Funds valuation designee to perform the fair valuation determination for securities and other assets held by the Fund. NexPoint acting
through its Valuation Committee, is responsible for determining the fair value of investments for which market quotations are not readily available. The Valuation Committee is comprised of officers of NexPoint and certain of
NexPoints affiliated companies and determines fair value and oversees the calculation of the NAV. The Valuation Committee is subject to Board oversight and certain reporting and other requirements intended to provide the Board the information
it needs to oversee NexPoints fair value determinations.
The Funds investments are recorded at fair value. In computing the Funds net assets
attributable to shares, securities with readily available market quotations on the NYSE, National Association of Securities Dealers Automated Quotation (NASDAQ) or other nationally recognized exchange, use the closing quotations on the
respective exchange for valuation of those securities. Securities for which there are no readily available market quotations will be valued pursuant to policies and procedures adopted by NexPoint and approved by the Board. Typically, such securities
will be valued at the mean between the most recently quoted bid and ask prices provided by the principal market makers. If there is more than one such principal market maker, the value shall be the average of such means. Securities without a sale
price or quotations from principal market makers on the valuation day may be priced by an independent pricing service. Generally, the Funds loan and bond positions are not traded on exchanges and consequently are valued based on a mean of the
bid and ask price from the third-party pricing services or broker-dealer sources that the Investment Adviser has determined to have the capability to provide appropriate pricing services.
SEMI-ANNUAL REPORT | 13
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Securities for which market quotations are not readily available, or for which the Fund has determined that the price
received from a pricing service or broker-dealer is stale or otherwise does not represent fair value (such as when events materially affecting the value of securities occur between the time when market price is determined and calculation
of the Funds net asset value (NAV), will be valued by the Fund at fair value, as determined by the Valuation Committee in good faith in accordance with policies and procedures established by NexPoint and approved by the Board,
taking into account factors reasonably determined to be relevant, including, but not limited to: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of the securities;
and (iii) an evaluation of the forces that influence the market in which these securities are purchased and sold. In these cases, the Funds NAV will reflect the affected portfolio securities fair value as determined in the judgment
of the Valuation Committee instead of being determined by the market. Using a fair value pricing methodology to value securities may result in a value that is different from a securitys most recent sale price and from the prices used by other
investment companies to calculate their NAVs. Determination of fair value is uncertain because it involves subjective judgments and estimates.
There can be no
assurance that the Funds valuation of a security will not differ from the amount that it realizes upon the sale of such security. Those differences could have a material impact to the Fund. The NAV shown in the Funds financial statements
may vary from the NAV published by the Fund as of its period end because portfolio securities transactions are accounted for on the trade date (rather than the day following the trade date) for financial statement purposes.
Fair Value Measurements
The Fund has performed an analysis of all existing
investments and derivative instruments to determine the significance and character of inputs to their fair value determination. The levels of fair value inputs used to measure the Funds investments are characterized into a fair value
hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that
investments valuation. The three levels of the fair value hierarchy are described below:
Level 1 |
Quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of
measurement; |
Level 2 |
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets
that are not active, but are valued based on executed trades; broker quotations that constitute an executable price; and alternative pricing sources supported by observable inputs are classified within Level 2. Level 2 inputs are either
directly or indirectly observable for the asset in connection with market data at the measurement date; and |
Level 3 |
Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In
certain cases, investments classified within Level 3 may include securities for which the Fund has obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can
be subject to material management judgment. Unobservable inputs are those inputs that reflect the Funds own assumptions that market participants would use to price the asset or liability based on the best available information.
|
The Investment Adviser has established policies and procedures, as described above and approved by the Board, to ensure that valuation
methodologies for investments and financial instruments that are categorized within all levels of the fair value hierarchy are fair and consistent. A Pricing Committee has been established to provide oversight of the valuation policies, processes
and procedures, and is comprised of personnel from the Investment Adviser and its affiliates. The Pricing Committee meets monthly to review the proposed valuations for investments and financial instruments and is responsible for evaluating the
overall fairness and consistent application of established policies.
As of March 31, 2024, the Funds investments consisted of senior loans, asset-backed
securities, bonds and notes, common stocks, preferred stocks, LLC interests,
SEMI-ANNUAL REPORT | 14
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
master limited partnerships, registered investment companies, cash equivalents, repurchase agreements, exchange-traded funds, rights, warrants, reverse repurchase agreements, and securities sold
short. The fair value of the Funds loans, bonds and asset-backed securities are generally based on quotes received from brokers or independent pricing services. Loans, bonds and asset-backed securities with quotes that are based on actual
trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Senior loans, bonds and asset-backed securities that are priced using quotes derived from implied values, indicative bids, or a limited
number of actual trades are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable.
The fair value of the Funds common stocks, registered investment companies, rights and warrants that are not actively traded on national exchanges, are generally
priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades and are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily
observable. Exchange-traded options are valued based on the last trade price on the primary exchange on which they trade. If an option does not trade, the mid-price, which is the mean of the bid and ask price,
is utilized to value the option. At the end of each calendar quarter, the Investment Adviser evaluates the Level 2 and 3 assets and liabilities for changes in liquidity, including but not limited to: whether a broker is willing to execute at
the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, the Investment Adviser evaluates the Level 1 and 2 assets and liabilities on a
quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market
value, the fair value of the Funds investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments
and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise be less liquid than publicly traded securities.
SEMI-ANNUAL REPORT | 15
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
The inputs or
methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. A summary of the inputs used to value the Funds assets and liabilities as of March 31, 2024, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total value at March 31, 2024 ($) |
|
|
Level 1 Quoted Price ($) |
|
|
Level 2 Significant Observable Inputs ($) |
|
|
Level 3 Significant Unobservable Inputs ($) |
|
|
|
|
|
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
57,602,491 |
|
|
|
1,633,527 |
|
|
|
|
|
|
|
55,968,964 |
|
|
|
|
|
|
Consumer Discretionary |
|
|
9,319,650 |
|
|
|
9,319,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
4,979,752 |
|
|
|
4,979,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
1,120,436 |
|
|
|
1,120,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials |
|
|
9,054,260 |
|
|
|
9,054,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials |
|
|
3,652,420 |
|
|
|
|
|
|
|
3,652,420 |
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
57,664,394 |
|
|
|
31,878,405 |
|
|
|
12,943,894 |
|
|
|
12,842,095 |
|
|
|
|
|
|
U.S. Senior Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
23,711,669 |
|
|
|
|
|
|
|
|
|
|
|
23,711,669 |
|
|
|
|
|
|
Real Estate |
|
|
12,198,250 |
|
|
|
|
|
|
|
|
|
|
|
12,198,250 |
|
|
|
|
|
|
Non-U.S. Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
134,415 |
|
|
|
134,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary |
|
|
4,535,880 |
|
|
|
4,535,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
7,369,702 |
|
|
|
7,369,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financials |
|
|
205,110 |
|
|
|
205,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
30,604 |
|
|
|
30,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials |
|
|
1,330,156 |
|
|
|
1,330,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
4,014,000 |
|
|
|
4,014,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities |
|
|
11,443,512 |
|
|
|
11,443,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. LLC Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
23,128,235 |
|
|
|
|
|
|
|
|
|
|
|
23,128,235 |
|
|
|
|
|
|
U.S. Master Limited Partnerships |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
22,677,858 |
|
|
|
22,677,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Registered Investment Companies |
|
|
15,107,633 |
|
|
|
15,107,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Sovereign Bonds |
|
|
11,800,116 |
|
|
|
|
|
|
|
11,800,116 |
|
|
|
|
|
|
|
|
|
|
U.S. Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financials |
|
|
4,211,965 |
|
|
|
|
|
|
|
4,211,965 |
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
3,858,967 |
|
|
|
|
|
|
|
|
|
|
|
3,858,967 |
|
|
|
|
|
|
Real Estate |
|
|
3,505,427 |
|
|
|
3,287,589 |
|
|
|
217,838 |
|
|
|
|
|
|
|
|
|
|
U.S. Asset-Backed Securities |
|
|
5,958,495 |
|
|
|
|
|
|
|
5,958,495 |
|
|
|
|
|
|
|
|
|
|
Non-U.S. Registered Investment Company |
|
|
3,598,301 |
|
|
|
|
|
|
|
|
|
|
|
3,598,301 |
|
|
|
|
|
|
Non-U.S. Master Limited Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
|
2,294,453 |
|
|
|
2,294,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Corporate Bonds & Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
600,447 |
|
|
|
|
|
|
|
600,447 |
|
|
|
|
|
|
|
|
|
|
U.S. Right |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
172,480 |
|
|
|
172,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
2,911 |
|
|
|
|
|
|
|
2,911 |
|
|
|
|
|
|
|
|
|
|
Industrials |
|
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
|
|
|
U.S. Repurchase Agreement |
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Cash Equivalent |
|
|
2,725,435 |
|
|
|
2,725,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
|
308,009,436 |
|
|
|
133,314,869 |
|
|
|
39,388,086 |
|
|
|
135,306,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total value at March 31, 2024 ($) |
|
|
Level 1 Quoted Price ($) |
|
|
Level 2 Significant Observable Inputs ($) |
|
|
Level 3 Significant Unobservable Inputs ($) |
|
|
|
|
|
|
Highland Global Allocation Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Sold Short |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Exchange Traded Fund |
|
|
(2,020,983 |
) |
|
|
(2,020,983 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
(6,044,148 |
) |
|
|
(6,044,148 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples |
|
|
(1,013,240 |
) |
|
|
(1,013,240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Reverse Repurchase Agreement |
|
|
(3,734,000 |
) |
|
|
|
|
|
|
(3,734,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
(12,812,371 |
) |
|
|
(9,078,371 |
) |
|
|
(3,734,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
295,197,065 |
|
|
|
124,236,498 |
|
|
|
35,654,086 |
|
|
|
135,306,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
This category includes securities with a value of zero. |
The table below sets forth a summary of changes in the Funds assets measured at fair value using significant unobservable inputs (Level 3) for the six months ended
March 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of September 30, 2023
$ |
|
|
Transfers
Into
Level 3
$ |
|
|
Transfers
Out of Level 3 $ |
|
|
Accrued Discounts
(Premiums) $ |
|
|
Distribution
to Return Capital $ |
|
|
Realized Gain (Loss)
$ |
|
|
Net Change in Unrealized Appreciation (Depreciation) $ |
|
|
Purchases
$ |
|
|
Sales $ |
|
|
Balance as of
March 31, 2024 $ |
|
|
Change
in Unrealized Appreciation (Depreciation) from Investments held at March 31, 2024
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
59,727,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,758,503 |
) |
|
|
|
|
|
|
|
|
|
|
55,968,964 |
|
|
|
(3,758,503 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Materials |
|
|
3,652,420 |
|
|
|
|
|
|
|
(3,652,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
12,983,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(141,585 |
) |
|
|
|
|
|
|
|
|
|
|
12,842,095 |
|
|
|
(141,585 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Senior Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services |
|
|
22,289,158 |
|
|
|
|
|
|
|
|
|
|
|
1,393,493 |
|
|
|
|
|
|
|
|
|
|
|
29,018 |
|
|
|
|
|
|
|
|
|
|
|
23,711,669 |
|
|
|
29,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
13,126,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(927,750 |
) |
|
|
|
|
|
|
|
|
|
|
12,198,250 |
|
|
|
(927,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. LLC Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate |
|
|
23,126,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,132 |
|
|
|
|
|
|
|
|
|
|
|
23,128,235 |
|
|
|
2,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary |
|
|
7,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,100,958 |
) |
|
|
1,120,992 |
|
|
|
|
|
|
|
(27,147 |
) |
|
|
|
|
|
|
1,120,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare |
|
|
3,446,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
412,530 |
|
|
|
|
|
|
|
|
|
|
|
3,858,967 |
|
|
|
412,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Asset-Backed
Security |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(151,459 |
) |
|
|
167,403 |
|
|
|
|
|
|
|
(15,954 |
) |
|
|
|
|
|
|
167,403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials |
|
|
|
^ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
^ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S. Registered Investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
3,607,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,888 |
) |
|
|
|
|
|
|
|
|
|
|
3,598,301 |
|
|
|
(8,888 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
141,965,577 |
|
|
|
|
|
|
|
(3,652,420 |
) |
|
|
1,393,493 |
|
|
|
|
|
|
|
(1,252,417 |
) |
|
|
(3,104,651 |
) |
|
|
|
|
|
|
(43,101 |
) |
|
|
135,306,481 |
|
|
|
(3,104,651 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
^ This category includes securities with a value of zero.
Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which
are based on models or estimates without observable inputs and may not be executable
prices. In light of the developing market conditions, the Investment Adviser continues to search for observable data points and evaluate broker quotes and indications received for portfolio
investments.
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
For the six
months ended March 31, 2024, there was one U.S. equity materials position that was transferred out of level 3 due to an updated indication of value.
The
following is a summary of significant unobservable inputs used in the fair valuations of assets and liabilities categorized within Level 3 of the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category |
|
Fair Value at 3/31/2024
$ |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Input Value(s) (Arithmetic Mean) |
|
|
|
|
|
U.S. Equity/Non-U.S. Equity |
|
|
68,811,059 |
|
|
Multiples Analysis |
|
Unadjusted Price/MHz-PoP |
|
$0.10 - $0.90 ($0.50) |
|
|
|
|
|
|
|
|
|
|
|
Discounted Cash Flow |
|
Discount Rate |
|
13% -15% (14.0%) |
|
|
|
|
|
|
|
|
|
|
|
Transaction Indication of Value |
|
Enterprise Value ($mm) |
|
$841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Offer Price per Share |
|
$1.10 |
|
|
|
|
|
U.S. Senior Loans |
|
|
35,909,919 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
6.08% - 12.8% (9.54%) |
|
|
|
|
|
|
|
|
|
|
|
Option Pricing Model |
|
Volatilty |
|
55% - 65% (60.0%) |
|
|
|
|
|
U.S. LLC Interest |
|
|
23,128,235 |
|
|
Discounted Cash Flow |
|
Discount Rate |
|
5.73% - 13.00% (9.19%) |
|
|
|
|
|
|
|
|
|
|
|
Direct Capitalization Method |
|
Capitalization Rates |
|
5.00% - 5.50% (5.25%) |
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value |
|
N/A |
|
N/A |
|
|
|
|
|
U.S. Preferred Stock |
|
|
3,858,967 |
|
|
Transaction Indication of Value |
|
Enterprise Value ($mm) |
|
$281.4 - $598.6 ($425.75) |
|
|
|
|
|
|
|
|
|
|
|
Option Pricing Model |
|
Volatilty |
|
70% - 90% (80%) |
|
|
|
|
|
Non-U.S. Registered Investment Company |
|
|
3,598,301 |
|
|
Net Asset Value |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
135,306,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The significant unobservable inputs used in the fair value measurement of the Funds bank loan are: discount rate and
volatility. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.
The
significant unobservable inputs used in the fair value measurement of the Funds LLC interests are: discount rate and capitalization rate. A significant increase (decrease) in any of those inputs in isolation could result in a significantly
higher (lower) fair value measurement. The significant unobservable inputs used in the fair value measurement of the Funds common equity securities are: unadjusted price/MHz-PoP multiple, discount rate, enterprise value, tender offer per
share, and recovery rate. Significant increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.
The significant unobservable inputs used in the fair value measurement of the Funds preferred equity securities are: enterprise value and volatility. Significant
increases (decreases) in any of those inputs in isolation could result in a significantly lower (higher) fair value measurement.
In addition to the unobservable
inputs utilized for various valuation methodologies, the Investment Adviser frequently uses a combination of two or more
valuation methodologies to determine fair value for a single holding. In such instances, the Investment Adviser assesses the methodologies and ascribes weightings to each methodology. The
weightings ascribed to any individual methodology ranged from as low as 25% to as high as 90% as of March 31, 2024. The selection of weightings is an inherently subjective process, dependent on professional judgement. These selections may have
a material impact to the concluded fair value for such holdings.
Certain Illiquid Positions Classified as Level 3
As of March 31, 2024, the Fund held an investment in the common shares of MidWave Wireless (MidWave) valued at $56,331,761, or 21.3% of net assets, and
U.S. Senior Loans valued at $23,704,536 or 9.0% of net assets. MidWave does not currently generate revenue and primarily derives its value from holding licenses of two wireless spectrum assets. The license with respect to one such spectrum asset was
previously terminated by the FCC and subsequently restored on April 30, 2020 on a limited conditional basis. The restoration of such license, in current form, requires MidWave to meet certain deployment milestones for wireless medical telemetry
service (WMTS) during a 39-month period. Upon satisfaction of the deployment milestones, MidWave, as it stands today, will be able use such spectrum for other services besides WMTS as long as those
services do not
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
interfere with WMTS and MidWave continues to provide WMTS.
As of now, if MidWave is unsuccessful in
satisfying such deployment milestones, or if other services cannot be implemented in a manner that does not interfere with WMTS, the value of the MidWave equity would likely be materially negatively impacted. In determining the fair value of
MidWave, the Investment Adviser has assigned a high probability of success on both conditions based on consultation with the company and its consultants.
The Fund
may hold other illiquid positions that are classified as Level 3 that are not described here. Please see Note 7 for additional disclosure of risks from investments in illiquid securities.
Security Transactions
Security transactions are accounted for on the trade date.
Realized gains (losses) on investments sold are recorded on the basis of the specific identification method for both financial statement and U.S. federal income tax purposes taking into account any foreign taxes withheld.
Income Recognition
Corporate actions (including cash dividends) are recorded on the
ex-dividend date, net of applicable withholding taxes, except for certain foreign corporate actions, which are recorded as soon after ex-dividend date as such
information becomes available and is verified. Interest income is recorded on the accrual basis.
Accretion of discount on taxable bonds and loans is computed
to the maturity date, while amortization of premium on taxable bonds and loans is computed to the earliest call date, both using the effective yield method. Withholding taxes on foreign dividends have been provided for in accordance with the
Funds understanding of the applicable countrys tax rules and rates.
Return of Capital Reclassification
Adjustment to income associated with return of capital from income received in prior period. Information related to these adjustments was not received until after the
finalization of the prior period financial statements.
U.S. Federal Income Tax Status
The
Fund is treated as a separate taxpayer for U.S. federal income tax purposes. The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and will distribute
substantially all of their taxable income and gains, if any, for the tax year, and as such will not be subject to U.S. federal income taxes. In addition, the Fund intends to distribute, in each calendar year, all of their net investment income,
capital gains and certain other amounts, if any, such that the Fund should not be subject to U.S. federal excise tax. Therefore, no U.S. federal income or excise tax provisions are recorded. The Fund recognizes interest and penalties, if any,
related to unrecognized tax benefits as income tax expense in the Statement of Operations.
The Investment Adviser has analyzed the Funds tax positions
taken on U.S. federal income tax returns for all open tax years (current and prior three tax years), and has concluded that no provision for U.S. federal income tax is required in the Funds financial statements. The Funds U.S. federal
and state income and U.S. federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. Furthermore, the
Investment Adviser of the Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next 12 months.
Distributions to Shareholders
The Fund declares and pays investment income
distributions quarterly. The Fund typically declares and pays distributions from net realized capital gains in excess of capital loss carryforwards annually.
Statement of Cash Flows
Information on financial transactions which have been
settled through the receipt or disbursement of cash is presented in the Statement of Cash Flows. The cash amount shown in the Statement of Cash Flows is the amount included within the Funds Statement of Assets and Liabilities and includes cash
on hand at its custodian bank and/or sub-custodian bank(s), cash equivalents, foreign currency and restricted cash held at broker(s).
SEMI-ANNUAL REPORT | 19
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Cash & Cash Equivalents
The
Fund considers liquid assets deposited with a bank and certain short-term debt instruments of sufficient credit quality with original maturities of three months or less to be cash equivalents. The Fund also considers money market instruments that
invest in cash equivalents to be cash equivalents. These investments represent amounts held with financial institutions that are readily accessible to pay Fund expenses or purchase investments. Cash and cash equivalents are valued at cost plus
accrued interest, which approximates fair value. The value of cash equivalents denominated in foreign currencies is determined by converting to U.S. dollars on the date of this financial report. These balances may exceed the federally insured limits
under the Federal Deposit Insurance Corporation (FDIC).
Foreign Currency
Accounting records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are
translated into U.S. dollars at exchange rates using the current 4:00 PM London Time Spot Rate. Fluctuations in the value of the foreign currencies and other assets and liabilities resulting from changes in exchange rates, between trade and
settlement dates on securities transactions and between the accrual and payment dates on dividends, interest income and foreign withholding taxes, are recorded as unrealized foreign currency gains (losses). Realized gains (losses) and unrealized
appreciation (depreciation) on investment securities and income and expenses are translated on the respective dates of such transactions. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in
the Statement of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investment securities.
Securities Sold Short
The Fund may sell securities short. A security sold short is
a transaction in which the Fund sells a security it does not own in anticipation that the market price of that security will decline. When the Fund sells a security short, it must borrow the security sold short from a broker-dealer and deliver it to
the buyer upon conclusion of the transaction. A Fund may have to pay a fee to borrow particular securities and is often obligated
to pay over any dividends or other payments received on such borrowed securities. In some circumstances, a Fund may be allowed by its prime broker to utilize proceeds from securities sold short
to purchase additional investments, resulting in leverage. Securities and cash held as collateral for securities sold short are shown on the Investment Portfolio. Cash held as collateral for securities sold short is classified as restricted cash on
the Statement of Assets and Liabilities, as applicable. Restricted cash in the amount of $3,012,480 was held with the broker for the Fund. Additionally, securities valued at $83,543,112 were posted in the Funds segregated account for
collateral for short sales. The Funds loss on a short sale could be unlimited in cases where the Fund is unable, for whatever reason, to close out its short position.
Other Fee Income
Fee income may consist of origination/closing fees, amendment
fees, administrative agent fees, transaction break-up fees and other miscellaneous fees. Origination fees, amendment fees, and other similar fees are nonrecurring fee sources. Such fees are received on a
transaction by transaction basis and do not constitute a regular stream of income and are recognized when incurred.
Note 3. Derivative Transactions
The Fund is subject to equity securities risk, interest rate risk and currency risk in the normal course of pursuing its investment objective. The Fund enters into
derivative transactions for the purpose of hedging against the effects of changes in the value of portfolio securities due to anticipated changes in market conditions, to gain market exposure for residual and accumulating cash positions and for
managing the duration of fixed income investments.
Options
The Fund may
utilize options on securities or indices to varying degrees as part of its principal investment strategy. An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a
call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or strike price. The writer of an option on a security has the obligation upon exercise of the option to deliver
the underlying security upon payment of the exercise price
SEMI-ANNUAL REPORT | 20
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
or to pay the exercise price upon delivery of the underlying security. The Fund may hold options, write option contracts, or both.
If an option written by a Fund expires unexercised, a Fund realizes on the expiration date a capital gain equal to the premium received by a Fund at the time the option
was written. If an option purchased by a Fund expires unexercised, a Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange-traded option may be closed out by an offsetting purchase or
sale of an option of the same series (type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when a Fund desires. A Fund will realize a capital gain
from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if the cost of the closing option is more than the premium received from writing the option, a capital loss. A Fund
will realize a capital gain from a closing sale transaction if the premium received from the sale is more than the original premium paid when the option position was opened, or a capital loss, if the premium received from a sale is less than the
original premium paid.
During the six months ended March 31, 2024, the Fund did not enter into options transactions. The Fund may invest in written options to
provide leveraged short exposure, and purchased options to provide leveraged long exposure, to the underlying equity, which is consistent with the investment strategies of the Fund.
Swap Contracts
The Fund may use swaps as part of its investment strategy or to
manage their exposure to interest, commodity, and currency rates as well as adverse movements in the debt and equity markets. Swap agreements are privately negotiated in the
over-the-counter (OTC) market or may be executed in a multilateral or other trade facility platform, such as a registered exchange (centrally cleared
swaps). For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received in the Statements of Assets and Liabilities, respectively, and amortized over the life of the swap. The
daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC Swaps in the Statement of Assets and Liabilities.
Premiums paid or received are recognized as realized gain or loss in the Statement of Operations. Total return swaps are agreements to exchange the return generated by one instrument for the
return generated by another instrument; for example, the agreement to pay interest in exchange for a market or commodity-linked return based on a notional amount. To the extent the total return of the market or commodity-linked index exceeds the
offsetting interest obligation, the Fund will receive a payment from the counterparty. To the extent it is less, the Fund will make a payment to the counterparty. Periodic payments received or made by the Fund are recorded in Net realized gain
(loss) on swap contracts on the accompanying Statements of Operations and Changes in Net Assets as realized gains or losses, respectively. As of March 31, 2024, the Fund held no open swap contracts.
Reverse Repurchase Agreements
The Fund may engage in reverse repurchase agreement
transactions with respect to instruments that are consistent with the Funds investment objective or policies. This creates leverage for the Fund because the cash received can be used to purchase other securities.
A reverse repurchase transaction is a repurchase transaction in which the Fund is the seller of securities or other assets and agrees to repurchase them at a date
certain or on demand. Pursuant to the Repurchase Agreement, the Fund may agree to sell securities or other assets to Mizuho Securities for an agreed upon price (the Purchase Price), with a simultaneous agreement to repurchase such
securities or other assets from Mizuho Securities for the Purchase Price plus a price differential that is economically similar to interest. The price differential is negotiated for each transaction. This creates leverage for the Fund because the
cash received can be used to purchase other securities.
At March 31, 2024, the Fund had investments in a reverse repurchase agreement with a gross value of
$3,734,000, which is reflected as reverse repurchase agreements on the Statement of Assets and Liabilities. The value of the related collateral exceeded the value of the reverse repurchase agreements at March 31, 2024. The collateral pledged
for the reverse repurchase agreements includes Agency Collateralized Mortgage Obligations and cash, both of which are reflected on the Statement of Assets and Liabilities. The Funds average daily balance was $3,746,636 at a weighted average
interest rate of 6.75% for the days outstanding.
SEMI-ANNUAL REPORT | 21
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Additional Derivative Information
The
Fund is required to disclose; a) how and why an entity uses derivative instruments; b) how derivative instruments and related hedged items are accounted for; c) how derivative instruments and related hedged items affect an entitys financial
position, financial performance and cash flows; and d) how the netting of derivatives subject to master netting arrangements (if applicable) affects the net exposure of the Fund related to the derivatives.
To reduce counterparty credit risk with respect to over-the-counter (OTC)
transactions, the Fund has entered into master netting arrangements, established within the Funds International Swap and Derivatives Association, Inc. (ISDA) master agreements, which allows the Fund to make (or to have an
entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC derivative positions in forward currency exchange
contracts for each individual counterparty. In addition, the Fund may require that certain counterparties post cash and/or securities in collateral accounts to cover its net payment obligations for those derivative contracts subject to ISDA master
agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund.
Certain
ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event the Funds net assets decline by a stated percentage or the Fund
fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.
For financial
reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose
restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.
Collateral terms are contract specific for OTC derivatives.
For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for
each transaction under such agreement and comparing that to the value of any collateral currently pledged by the Fund or the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported in restricted cash on the Statement of
Assets and Liabilities. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully
collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty non-performance.
There were no
derivative instruments held as of March 31, 2024.
Note 4. Securities Lending
The Fund has a securities lending agreement with The Bank of New York Mellon (BNY or the Lending Agent).
Securities lending transactions are entered into by the Fund under the Securities Lending Agreement, (SLA) which permits the Fund, under certain
circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
SEMI-ANNUAL REPORT | 22
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
The following
is a summary of securities lending agreements held by the Fund, with cash collateral of overnight maturities and non-cash collateral which would be subject to offset as of March 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amount of Recognized Assets (Value of Securities
on Loan) |
|
|
Value of Cash Collateral Received(1) |
|
|
Value of Non-Cash Collateral Received(1) |
|
|
Net Amount |
|
|
|
|
|
$ |
|
|
|
$ |
12 |
|
|
$ |
|
|
|
$ |
|
|
(1) |
Collateral received in excess of fair value of securities on loan is not presented in this table. The total cash
collateral received by the Fund is disclosed in the Statement of Assets and Liabilities. |
The value of loaned securities and related collateral
outstanding at March 31, 2024 are shown in the Investment Portfolio. The value of the collateral held may be temporarily less than that required under the lending contract. As of March 31, 2024, the cash collateral was invested in
repurchase agreements and the non-cash collateral consisted of U.S. Treasury Bills, Notes, Bonds and U.S. Treasury Inflation Indexed Bonds with the following maturities:
Remaining Contractual Maturity of the Underlying Collateral, as of March 31, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overnight and Continuous |
|
|
<30 Days |
|
|
Between 30 & 90 Days |
|
|
>90 Days |
|
|
Total |
|
|
|
|
|
|
|
Repurchase Agreement |
|
$ |
12 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12 |
|
|
|
|
|
|
|
U.S. Government Securities |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
12 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Fund could seek additional income by making secured loans of its portfolio securities through its custodian. Such
loans would be in an amount not greater than one-third of the value of the Funds total assets. BNY would charge a fund fees based on a percentage of the securities lending income.
The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or
excess collateral is returned by the Fund, on the next business day.
The Fund would receive collateral consisting of cash (U.S. and foreign currency), securities
issued or guaranteed by the U.S. government or its agencies or instrumentalities, sovereign debt, convertible bonds, irrevocable bank letters of credit or such other collateral as may be agreed on by the parties to a securities lending arrangement,
initially with a value of 102% or 105% of the market value of the loaned securities and thereafter maintained at a value of 100% of the market value of the loaned securities. If the collateral consists of
non-cash collateral, the borrower would pay the Fund a loan premium fee. If the collateral consists of cash, BNY would reinvest the cash. Although voting rights, or rights to consent, with
respect to the loaned securities pass to the borrower, the Fund would recall the loaned securities upon reasonable notice in order that the securities could be voted by the Fund if the holders of
such securities are asked to vote upon or consent to matters materially affecting the investment. The Fund also could call such loans in order to sell the securities involved.
Securities lending transactions were entered into pursuant to SLAs, which would provide the right, in the event of default (including bankruptcy or insolvency) for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaulted, the Fund, as lender, would offset the
market value of the collateral received against the market value of the securities loaned. The value of the collateral is typically greater than that of the market value of the securities loaned, leaving the lender with a net amount payable to the
defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an SLA counterpartys bankruptcy or insolvency. Under the SLA, the
Fund can reinvest cash collateral, or, upon an event of
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
default, resell or repledge the collateral, and the borrower can resell or repledge the loaned securities. The risks of securities lending also include the risk that the borrower may not provide
additional collateral when required or may not return the securities when due. To mitigate this risk, each Fund benefits from a borrower default indemnity provided by BNY. BNYs indemnity generally provides for replacement of securities lent or
the approximate value thereof.
Note 5. U.S. Federal Income Tax Information
The
character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from GAAP. These differences include (but are not limited to) investments organized as partnerships for tax purposes, foreign
taxes, investments in futures, losses deferred to off-setting positions, tax treatment of organizational start-up costs, losses deferred due to wash sale transactions,
tax treatment of net investment loss and distributions in excess of net investment income, dividends
deemed paid upon shareholder redemption of Fund shares and tax attributes from Fund reorganizations. Reclassifications are made to the Funds capital accounts to reflect income and gains
available for distribution (or available capital loss carryovers) under income tax regulations. These reclassifications have no impact on net investment income, realized gains or losses, or NAV of the Fund. The calculation of net investment income
per share in the Financial Highlights table excludes these adjustments.
As of September 30, 2023, the most recent tax
year-end, permanent differences chiefly resulting from non-deductible expenses from partnerships and return of capital were identified and reclassified among the
components of the Funds net assets as follows:
|
|
|
|
|
|
|
|
|
Distributable Earnings (Accumulated Losses) |
|
|
Paid-in- Capital |
|
|
|
$ |
671,177 |
|
|
$ |
(671,177 |
) |
At September 30, 2023, the most recent tax year-end, components of distributable earnings on a tax basis is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed
Income |
|
|
Undistributed
Long-Term Capital Gains |
|
|
Other Temporary
Differences |
|
|
Accumulated
Capital and Other Losses |
|
|
Net Tax
Appreciation (Depreciation) |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(4 |
) |
|
$ |
(419,630,570 |
) |
|
$ |
(28,542,878 |
) |
As of September 30, 2023, the Fund has capital loss carryovers as indicated below. The capital loss carryovers are available to
offset future realized capital gains.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Expiration Short-Term |
|
|
No Expiration Long-Term |
|
|
Total |
|
|
|
|
$ |
124,381,884 |
|
|
$ |
295,248,686 |
|
|
$ |
419,630,570 |
|
The tax character of distributions paid during the years ended September 30, 2023 and September 30, 2022 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Paid From: |
|
|
|
|
|
|
|
Ordinary Income(1) |
|
|
Long-Term Capital Gains |
|
|
Return of
Capital(2) |
|
|
|
|
|
2023 |
|
$ |
10,001,548 |
|
|
$ |
|
|
|
$ |
12,474,020 |
|
|
|
|
|
2022 |
|
|
7,285,771 |
|
|
|
|
|
|
|
13,622,562 |
|
(1) |
For tax purposes, short-term capital gains distributions, if any, are considered ordinary income distributions.
|
(2) |
Additional Information will be distributed on Form 1099 at the end of the calendar year. |
The Federal tax cost and gross unrealized appreciation and depreciation on investments (including foreign currency and derivatives, if applicable) held by the Fund at
March 31, 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Appreciation |
|
|
Gross Depreciation |
|
|
Net Appreciation/ (Depreciation) |
|
|
Federal Tax Cost |
|
|
|
|
|
$ |
34,583,494 |
|
|
$ |
(35,396,326 |
) |
|
$ |
(712,832 |
) |
|
$ |
309,344,037 |
|
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
For Federal income tax purposes, the cost of investments owned at March 31, 2024 were different from amounts reported
for financial reporting purposes primarily due to investments in partnerships, defaulted bonds, other securities and deferred wash sale losses.
Note 6. Advisory,
Administration, Service and Distribution, Trustee, and Other Fees Investment
Advisory Fees and Administration Fees
For its investment advisory services, the Fund pays the Investment Adviser a monthly fee, computed and accrued daily, based on an annual rate of the Funds Average
Daily Managed Assets. Average Daily Managed Assets of the Fund means the average daily value of the total assets of the Fund less all accrued liabilities of a Fund (other than the aggregate amount of any outstanding borrowings constituting financial
leverage). The Funds contractual advisory fee with NexPoint for the six months ended March 31, 2024 was 0.40%.
The Fund has entered into an
administration agreement with SEI Investments Global Funds Services (SEI), a wholly owned subsidiary of SEI Investments Company, and pays SEI a fee for administration services. The Investment Adviser generally assists in all aspects of
the Funds administration and operations and furnishes offices, necessary facilities, equipment and personnel.
Additionally, the Fund may invest in securities
issued by other investment companies, including investment companies that are advised by the Investment Adviser or its affiliates, to the extent permitted by applicable law and/or pursuant to exemptive relief from the SEC, and exchange-traded funds
(ETFs). Fees and expenses of such investments will be borne by shareholders of the investing Fund, and the Investment Adviser voluntarily waives the higher of the two fees for the portion of the Funds investment advisory fee
attributable to its investment in the affiliated investment company. Voluntary amounts waived are reflected in the statement of operations.
Fees Paid to Officers
and Trustees
Each Trustee, who oversees all of the funds in the NexPoint Fund Complex, receives an annual retainer of $150,000 payable in quarterly installments and
allocated among each portfolio in the NexPoint Fund Complex based on relative net assets. The annual retainer for a Trustee who does not oversee all of the funds in the NexPoint Fund Complex is prorated based
on the portion of the $150,000 annual retainer allocable to the funds overseen by such Trustee. The Chairman of the Audit Committee and the Chairman of the Board each receive an additional annual
payment of $10,000 payable in quarterly installments and allocated among each portfolio in the NexPoint Fund Complex based on relative net assets. Trustees are reimbursed for actual
out-of-pocket expenses relating to attendance at meetings. The NexPoint Fund Complex consists of all of the registered investment companies advised by the
Investment Adviser or its affiliated advisers as of the date of this report and NexPoint Capital, Inc., a closed-end management investment company that has elected to be treated as a business development
company under the 1940 Act.
The Fund pays no compensation to its officers, all of whom are employees of the Investment Adviser or one of its affiliates.
The Trustees do not receive any separate compensation in connection with service on Committees or for attending Board or Committee Meetings. The Trustees do not have any
pension or retirement plan.
Other Matters
NexPoint has entered into a Services
Agreement (the Services Agreement) with Skyview Group (Skyview), pursuant to which NexPoint will receive administrative and operational support services to enable it to provide the required advisory services to the Fund.
Certain Skyview personnel became dual-employees of NexPoint Services, Inc., a wholly-owned subsidiary of the Investment Adviser. The same services are being performed by
the dual-employees. The Investment Adviser, and not the Fund, will compensate all Investment Adviser, Skyview, and dual-employee personnel who provide services to the Fund.
Note 7. Disclosure of Significant Risks and Contingencies
The Funds risks
include, but are not limited to, some or all of the risks discussed below. For further information on the Funds risks, please refer to the Funds Prospectus and Statement of Additional Information.
Asset-Backed Securities Risk
The risk of investing in asset-backed securities, and
includes interest rate risk, prepayment risk and the risk that the Fund could lose money if there are defaults on
SEMI-ANNUAL REPORT | 25
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
the loans underlying these securities. Investments in asset-backed securities may also be subject to valuation risk.
Credit Risk
The value of debt securities owned by the Fund may be affected by the
ability of issuers to make principal and interest payments and by the issuers or counterpartys credit quality. If an issuer cannot meet its payment obligations or if its credit rating is lowered, the value of its debt securities may
decline. Lower quality bonds are generally more sensitive to these changes than higher quality bonds. Nonpayment would result in a reduction of income to the Fund, a reduction in the value of the obligation experiencing nonpayment and a potential
decrease in the Funds net asset value and the market price of the Funds shares.
Derivatives Risk
Derivatives Risk is a combination of several risks, including the risks that: (1) an investment in a derivative instrument may not correlate well with the
performance of the securities or asset class to which the Fund seeks exposure, (2) derivative contracts, including options, may expire worthless and the use of derivatives may result in losses to the Fund, (3) a derivative instrument
entailing leverage may result in a loss greater than the principal amount invested, (4) derivatives not traded on an exchange may be subject to credit risk, for example, if the counterparty does not meet its obligations (see also
Counterparty Risk), and (5) derivatives not traded on an exchange may be subject to liquidity risk and the related risk that the instrument is difficult or impossible to value accurately.
Effective August 19, 2022 (the Compliance Date), Rule 18f-4 under the 1940 Act (the Derivatives
Rule) replaced the asset segregation regime of Investment Company Act Release No. 10666 (Release 10666) with a new framework for the use of derivatives by registered funds. As of the Compliance Date, the SEC rescinded Release 10666 and
withdrew no-action letters and similar guidance addressing a funds use of derivatives and began requiring funds to satisfy the requirements of the Derivatives Rule. As a result, on or after the
Compliance Date, the Fund will no longer engage in segregation or coverage techniques with respect to derivatives transactions and will instead comply with the applicable requirements of the Derivatives Rule.
The Derivatives Rule mandates that a fund adopt and/or implement: (i) value-at-risk limitations (VaR); (ii) a written derivatives risk management program; (iii) new Board oversight responsibilities; and (iv) new reporting and recordkeeping requirements. In
the event that a funds derivative exposure is 10% or less of its net assets, excluding certain currency and interest rate hedging transactions, it can elect to be classified as a limited derivatives user (Limited Derivatives User) under the
Derivatives Rule, in which case the fund is not subject to the full requirements of the Derivatives Rule. Limited Derivatives Users are excepted from VaR testing, implementing a derivatives risk management program, and certain Board oversight and
reporting requirements mandated by the Derivatives Rule. However, a Limited Derivatives User is still required to implement written compliance policies and procedures reasonably designed to manage its derivatives risks.
Equity Securities Risk
The risk that stock prices will fall over short or long
periods of time. In addition, common stocks represent a share of ownership in a company, and rank after bonds and preferred stock in their claim on the companys assets in the event of bankruptcy. In addition to these risks, preferred stock and
convertible securities are also subject to the risk that issuers will not make payments on securities held by the Fund, which could result in losses to the Fund. The credit quality of preferred stock and convertible securities held by the Fund may
be lowered if an issuers financial condition changes, leading to greater volatility in the price of the security.
High Yield Debt Securities Risk
The risk that below investment grade securities or unrated securities of similar credit quality (commonly known as high yield securities or junk
securities) are more likely to default than higher rated securities. The Funds ability to invest in high-yield debt securities generally subjects the Fund to greater risk than securities with higher ratings. Such securities are regarded
by the rating organizations as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. The market value of these securities is generally more sensitive to corporate
developments and economic conditions and can be volatile. Market conditions can diminish liquidity and make accurate valuations difficult to obtain.
SEMI-ANNUAL REPORT | 26
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Illiquid and Restricted Securities Risk
The investments made by the Fund may be illiquid, and consequently the Fund may not be able to sell such investments at prices that reflect the Investment Advisers
assessment of their value or the amount originally paid for such investments by the Fund. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale and
other factors. Furthermore, the nature of the Funds investments, especially those in financially distressed companies, may require a long holding period prior to profitability. Restricted securities (i.e., securities acquired in private
placement transactions) and illiquid securities may offer higher yields than comparable publicly traded securities. The Fund, however, may not be able to sell these securities when the Investment Adviser considers it desirable to do so or, to the
extent they are sold privately, may have to sell them at less than the price of otherwise comparable securities. Restricted securities are subject to limitations on resale which can have an adverse effect on the price obtainable for such securities.
Also, if in order to permit resale the securities are registered under the Securities Act at the Funds expense, the Funds expenses would be increased.
Industry Focus Risk
As the Fund may invest a significant portion of its assets in
particular sectors or industries, the performance of the Fund may be closely tied to the performance of companies in a limited number of sectors or industries. Currently, the Fund focuses its investments in the energy, telecommunications and
utilities sectors and, in certain instances, in a limited number of issuers within each of those sectors. Companies in a single sector often share common characteristics, are faced with the same obstacles, issues and regulatory burdens and their
securities may react similarly to adverse market conditions. To the extent a Fund focuses its investments in particular issuers, countries, geographic regions, industries or sectors, the Fund may be subject to greater risks of adverse developments
in such areas of focus than a fund that invests in a wider variety of issuers, countries, geographic regions, industries, sectors or investments. The price movements of investments in a particular sector or industry may be more volatile than the
price movements of more broadly diversified investments.
Interest Rate Risk
The risk that
fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of fixed rate securities already held by the Fund can be expected to rise. Conversely, when interest rates rise, the value of
existing fixed rate portfolio securities can be expected to decline. A fund with a longer average portfolio duration will be more sensitive to changes in interest rates than a fund with a shorter average portfolio duration.
Leverage Risk
The Fund may use leverage in its investment program, including the
use of borrowed funds and investments in certain types of options, such as puts, calls and warrants, which may be purchased for a fraction of the price of the underlying securities. While such strategies and techniques increase the opportunity to
achieve higher returns on the amounts invested, they also increase the risk of loss. To the extent the Fund purchases securities with borrowed funds, its net assets will tend to increase or decrease at a greater rate than if borrowed funds are not
used. If the interest expense on borrowings were to exceed the net return on the portfolio securities purchased with borrowed funds, the Funds use of leverage would result in a lower rate of return than if the Fund was not leveraged.
Management Risk
The risk associated with the fact that the Fund relies on the
Investment Advisers ability to achieve its investment objective. The Investment Adviser may be incorrect in its assessment of the intrinsic value of the companies whose securities the Fund holds, which may result in a decline in the value of
fund shares and failure to achieve its investment objective.
Mid-Cap Company Risk
The risk that investing in securities of mid-cap companies may entail greater risks than investments in larger, more established
companies. Mid-cap companies tend to have more narrow product lines, more limited financial resources and a more limited trading market for their stocks, as compared with larger companies. As a result, their
stock prices may decline significantly as market conditions change.
MLP Risk
The risk that the MLPs in which the Fund invests will fail to be treated as partnerships for U.S. federal income tax
SEMI-ANNUAL REPORT | 27
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
purposes. If an MLP does not meet current legal requirements to maintain its partnership status, or if it is unable to do so because of tax or other law changes, it would be treated as a
corporation for U.S. federal income tax purposes. The classification of an MLP as a corporation for U.S. federal income tax purposes could have the effect of reducing the amount of cash available for distribution by the MLP and the value of the
Funds investment in any such MLP. As a result, the value of the Funds shares and the cash available for distribution to Fund shareholders could be materially reduced.
MLP Tax Risk
The risk that the MLPs in which the Fund invests will fail to be
treated as partnerships for U.S. federal income tax purposes. If an MLP does not meet current legal requirements to maintain its partnership status, or if it is unable to do so because of tax or other law changes, it would be treated as a
corporation for U.S. federal income tax purposes. In that case, the MLP would be obligated to pay U.S. federal income tax (as well as state and local taxes) at the entity level on its taxable income and distributions received by the Fund would be
characterized as dividend income to the extent of the MLPs current and accumulated earnings and profits for federal tax purposes. The classification of an MLP as a corporation for U.S. federal income tax purposes could have the effect of
reducing the amount of cash available for distribution by the MLP and the value of the Funds investment in any such MLP. As a result, the value of the Funds shares and the cash available for distribution to Fund shareholders could be
reduced.
Non-U.S. Securities Risk
The
risk associated with investing in non-U.S. issuers. Investments in securities of non-U.S. issuers involve certain risks not involved in domestic investments (for
example, fluctuations in foreign exchange rates (for non-U.S. securities not denominated in U.S. dollars); future foreign economic, financial, political and social developments; nationalization; exploration or
confiscatory taxation; smaller markets; different trading and settlement practices; less governmental supervision; and different accounting, auditing and financial recordkeeping standards and requirements) that may result in the Fund experiencing
more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. These risks are magnified for investments in issuers tied economically to emerging markets, the economies of
which tend to be more volatile than the economies of developed markets. In addition, certain investments in non-U.S. securities may be subject to foreign
withholding and other taxes on interest, dividends, capital gains or other income or proceeds. Those taxes will reduce the Funds yield on any such securities.
Non-Payment Risk
Debt instruments are
subject to the risk of non-payment of scheduled interest and/or principal. Non-payment would result in a reduction of income to the Fund, a reduction in the value of the
security experiencing non-payment and a potential decrease in the NAV of the Fund. There can be no assurance that the liquidation of any collateral would satisfy the borrowers obligation in the event of non-payment of scheduled interest or principal payments, or that such collateral could be readily liquidated. Moreover, as a practical matter, most borrowers cannot satisfy their debts by selling their assets.
Borrowers pay their debts from the cash flow they generate.
Pandemics and Associated Economic Disruption
An outbreak of respiratory disease caused by a novel coronavirus (COVID-19) was first detected in China in late 2019
and subsequently spread globally. This coronavirus has resulted in, and may continue to result in, closed borders, enhanced health screenings, disruptions to healthcare service preparation and delivery, quarantines, cancellations, and disruptions to
supply chains, workflow operations and consumer activity, as well as general concern and uncertainty. The impact of this coronavirus has resulted in substantial economic volatility. Health crises caused by outbreaks, such as the coronavirus
outbreak, may exacerbate other pre-existing political, social and economic risks. The impact of this outbreak, and other epidemics and pandemics that may arise in the future, could continue to negatively
affect the worldwide economy, as well as the economies of individual countries, individual companies, including certain Fund service providers and issuers of the Funds investments, and the markets in general in significant and unforeseen ways.
In addition, governments, their regulatory agencies, or self-regulatory organizations may take actions in response to the pandemic, including significant fiscal and monetary policy changes, that may affect the instruments in which the Fund invests
or the issuers of such instruments. Any such impact could adversely affect the Funds performance.
SEMI-ANNUAL REPORT | 28
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Real Estate Securities Risk
The
securities of issuers that own, construct, manage or sell residential, commercial or industrial real estate are subject to risks in addition to those of other issuers. Such risks include: changes in real estate values and property taxes,
overbuilding, variations in rental income, interest rates and changes in tax and regulatory requirements, such as those relating to the environment. Performance of a particular real estate security depends on the structure, cash flow and management
skill of the particular company.
Regulatory Risk
The risk that to the extent
that legislation or state or federal regulators impose additional requirements or restrictions with respect to the ability of financial institutions to make loans in connection with highly leveraged transactions, the availability of loan interests
for investment by the Fund may be adversely affected.
REIT-Specific Risk
Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit
extended. Further, equity and mortgage REITs are dependent upon management skill and are not diversified. Such trusts are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify
for special tax treatment under Subchapter M of the Code and to maintain an exemption under the 1940 Act. Any rental income or income from the disposition of such real estate could adversely affect its ability to retain its tax status, which would
have adverse tax consequences on its shareholders. Finally, certain REITs may be self-liquidating at the end of a specified term, and run the risk of liquidating at an economically inopportune time.
REIT Tax Risk for REIT Subsidiaries
In addition to the REIT subsidiaries, the Fund
may form one or more subsidiaries that will elect to be taxed as REITs beginning with the first year in which they commence material operations. In order for each subsidiary to qualify and maintain its qualification as a REIT, it must satisfy
certain requirements set forth in the Code and Treasury Regulations that depend on various factual matters and circumstances. The Fund and the Investment Adviser intend to structure each REIT subsidiary and its activities in a manner designed to
satisfy all of these requirements. However, the
application of such requirements is not entirely clear, and it is possible that the IRS may interpret or apply those requirements in a manner that jeopardizes the ability of such REIT subsidiary
to satisfy all of the requirements for qualification as a REIT.
Restrictions on Resale Risk
Senior Loans may not be readily marketable and may be subject to restrictions on resale. Interests in Senior Loans generally are not listed on any national securities
exchange or automated quotation system and no active market may exist for many of the Senior Loans in which the Fund may invest. To the extent that a secondary market may exist for certain of the Senior Loans in which the Fund invests, such market
may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
Securities Lending Risk
The Fund will continue to receive interest on any securities loaned while simultaneously earning interest on the investment of the cash collateral in short-term money
market instruments. However, the Fund will normally pay lending fees to broker-dealers and related expenses from the interest earned on such invested collateral. Any decline in the value of a portfolio security that occurs while the security is out
on loan is borne by the Fund, and will adversely affect performance. There may be risks of delay in receiving additional collateral or risks of delay in recovery of the securities, loss of rights in the collateral should the borrower of the
securities fail financially and possible investment losses in the investment of collateral. Any loan may be terminated by either party upon reasonable notice to the other party.
Senior Loans Risk
The risk that the issuer of a senior may fail to pay interest or
principal when due, and changes in market interest rates may reduce the value of the senior loan or reduce the Funds returns. The risks associated with senior loans are similar to the risks of high yield debt securities. Senior loans and other
debt securities are also subject to the risk of price declines and to increases in interest rates, particularly long-term rates. Senior loans are also subject to the risk that, as interest rates rise, the cost of borrowing increases, which may
increase the risk of default. In addition, the interest rates of floating rate loans typically only adjust to changes in short-term interest rates; long-term interest rates can vary dramatically from short-term interest
SEMI-ANNUAL REPORT | 29
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
rates. Therefore, senior loans may not mitigate price declines in a long-term interest rate environment. The Funds investments in senior loans are typically below investment grade and are
considered speculative because of the credit risk of their issuers.
Short Sales Risk
The risk of loss associated with any appreciation on the price of a security borrowed in connection with a short
sale. The Fund may engage in short sales that are not made against-the-box,
which means that the Fund may sell short securities even when they are not actually owned or otherwise covered at all times during the period the short position is open. Short sales that are not made against-the-box involve unlimited loss potential since the market price of securities sold short may continuously increase.
Small-Cap Company Risk
The risk that
investing in the securities of small-cap companies either directly or indirectly through investments in ETFs, closed-end funds or mutual funds (Underlying
Funds) may pose greater market and liquidity risks than larger, more established companies, because of limited product lines and/or operating history, limited financial resources, limited trading markets, and the potential lack of management
depth. In addition, the securities of such companies are typically more volatile than securities of larger capitalization companies.
Underlying Funds Risk
The risk associated with investing in Underlying Funds. The Fund may invest in Underlying Funds subject to the limitations set forth in the 1940 Act. Underlying Funds
typically incur fees that are separate from those fees incurred directly by the Fund; therefore, the Funds purchase of Underlying Funds securities results in the layering of expenses. The Funds shareholders indirectly bear a
proportionate share of the operating expenses of Underlying Funds (including advisory fees) in addition to bearing the Funds expenses.
Value Investing Risk
The risk of
investing in undervalued stocks that may not realize their perceived value for extended periods of time or may never realize their perceived value. Value stocks may respond differently to market and other developments than other types of stocks.
Value-oriented funds will typically underperform when growth investing is in favor.
Note 8. Investment Transactions
Purchases & Sales of Securities
The cost of purchases and the proceeds
from sales of investments, other than short-term securities and short-term options, for the six months ended March 31, 2024, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Government Securities(1) |
|
|
Other Securities |
|
|
|
|
|
Purchases |
|
|
Sales |
|
|
Purchases |
|
|
Sales |
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
29,989,534 |
|
|
$ |
44,797,942 |
|
(1) |
The Fund did not have any purchases or sales of U.S. Government Securities for the six months ended March 31, 2024.
|
SEMI-ANNUAL REPORT | 30
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Note 9.
Affiliated Issuers
Under Section 2 (a)(3) of the 1940 Act, as amended, a portfolio company is defined as affiliated if a fund owns five percent or
more of its outstanding voting securities or if the portfolio company is under common control. The table below shows affiliated issuers of the Fund as of March 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer |
|
Shares/ Principal Amount ($) September 30, 2023 |
|
|
Beginning Value as of September 30, 2023 $ |
|
|
Purchases at Cost $ |
|
|
Proceeds from Sales $ |
|
|
Distribution to Return of Capital $ |
|
|
Net Amortization (Accretion) of Premium/ (Discount) $ |
|
|
Net Realized Gain (Loss) on Sales of Affiliated Issuers $ |
|
|
Change in Unrealized Appreciation (Depreciation) $ |
|
|
Ending Value as of March 31, 2023 $ |
|
|
Shares/ Principal Amount ($) March 31, 2024 $ |
|
|
Affiliated Income $ |
|
|
Cap Gain Distributions $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Majority Owned, Not Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Affiliates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MidWave Wireless, Inc. (fka Terrestar Corp.) (U.S. Equity) |
|
|
169,531 |
|
|
|
59,727,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,758,503 |
) |
|
|
55,968,964 |
|
|
|
169,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAF REIT (U.S. Equity) |
|
|
1,147,062 |
|
|
|
12,786,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(117,925 |
) |
|
|
12,668,775 |
|
|
|
1,147,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Diversified Real Estate Trust (U.S. Equity) |
|
|
556,218 |
|
|
|
4,844,659 |
|
|
|
119,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,179,129 |
) |
|
|
3,785,456 |
|
|
|
573,554 |
|
|
|
167,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Real Estate Finance (U.S. Equity) |
|
|
901,385 |
|
|
|
14,746,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,802,770 |
) |
|
|
12,943,894 |
|
|
|
901,385 |
|
|
|
1,068,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Residential Trust, Inc. (U.S. Equity) |
|
|
175,885 |
|
|
|
5,659,979 |
|
|
|
163,713 |
|
|
|
|
|
|
|
(109,356 |
) |
|
|
|
|
|
|
|
|
|
|
104,361 |
|
|
|
5,818,697 |
|
|
|
180,761 |
|
|
|
54,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MidWave Wireless, Inc. (fka Terrestar Corp.) (U.S. Senior Loan) |
|
|
22,383,167 |
|
|
|
22,289,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,393,493 |
|
|
|
|
|
|
|
29,018 |
|
|
|
23,711,669 |
|
|
|
23,775,864 |
|
|
|
1,415,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint SFR Operating Partnership, LP (U.S. Senior Loan) |
|
|
5,000,000 |
|
|
|
4,957,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(107,500 |
) |
|
|
4,850,000 |
|
|
|
5,000,000 |
|
|
|
187,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NHT Operating Partnership LLC Secured Promissory Note (U.S. Senior Loan) |
|
|
8,500,000 |
|
|
|
8,168,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(820,250 |
) |
|
|
7,348,250 |
|
|
|
8,500,000 |
|
|
|
232,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAF REIT Sub II, LLC (U.S. LLC Interest) |
|
|
349 |
|
|
|
8,561,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(186,045 |
) |
|
|
8,375,559 |
|
|
|
349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAF REIT Sub III, LLC (U.S. LLC Interest) |
|
|
156,528 |
|
|
|
11,047,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294,746 |
|
|
|
11,341,810 |
|
|
|
156,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SFR WLIF III, LLC (U.S. LLC Interest) |
|
|
3,789,008 |
|
|
|
3,517,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(106,569 |
) |
|
|
3,410,866 |
|
|
|
3,789,008 |
|
|
|
292,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Diversified Real Estate Trust (U.S. Preferred Stock) |
|
|
13,831 |
|
|
|
198,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,225 |
|
|
|
217,838 |
|
|
|
13,831 |
|
|
|
9,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BB Votorantim Highland Infrastructure LLC (Non-U.S. Registered Investment Company) |
|
|
10,000 |
|
|
|
3,607,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,888 |
) |
|
|
3,598,301 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Highland Opportunities and Income Fund (U.S. Registered Investment Company) |
|
|
334,005 |
|
|
|
2,685,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(337,345 |
) |
|
|
2,348,055 |
|
|
|
334,005 |
|
|
|
115,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Event Driven Fund (U.S. Registered Investment Company) |
|
|
706,236 |
|
|
|
11,130,287 |
|
|
|
285,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,067 |
|
|
|
11,604,028 |
|
|
|
724,799 |
|
|
|
285,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Merger Arbitrage Fund (U.S. Registered Investment Company) |
|
|
57,856 |
|
|
|
1,133,394 |
|
|
|
14,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,611 |
|
|
|
1,155,550 |
|
|
|
58,598 |
|
|
|
28,818 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Controlled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
43,901,061 |
|
|
|
175,061,613 |
|
|
|
583,858 |
|
|
|
|
|
|
|
(109,356 |
) |
|
|
1,393,493 |
|
|
|
|
|
|
|
(7,781,896 |
) |
|
|
169,147,712 |
|
|
|
45,335,275 |
|
|
|
3,858,190 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to Financial Statements (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Note 10. Legal Matters
The Fund
received a shareholder demand letter dated March 1, 2018, from an individual purporting to be a shareholder of the Fund (the Demand Letter). The Demand Letter alleged that the current and former Board breached their fiduciary
duties, and the Investment Adviser breached its advisory agreement, in relation to the Funds investment in shares of an affiliated mutual fund, the Highland Energy MLP Fund (previously a series of NexPoint Funds II). The Fund held
$15.5 million (or 61.5%) of the Highland Energy MLP Fund, which has now been liquidated. Upon receipt of the Demand Letter, the Board formed a Demand Review Committee (DRC) comprised entirely of independent trustees to investigate
these claims and to make a recommendation to the Board regarding whether pursuit of these claims is in the best interests of the Fund. Aided by independent counsel to the committee, the DRC engaged in a thorough and detailed review of the
allegations contained in the Demand Letter. Upon completion of its evaluation, the DRC recommended that the Funds independent trustees, who represent a majority of the Board, reject the demand specified in the shareholder Demand Letter.
After considering the report of the DRC, the independent trustees unanimously agreed and rejected the demand, noting that the Demand Letter contained material factual
errors and incorrect assumptions, and the proposed suit was meritless and should not be pursued. A copy of the report was provided to the purported shareholder and her counsel.
Notwithstanding the foregoing, the purported shareholder (the Plaintiff) filed a shareholder derivative and class action lawsuit against certain members of
the Board and the Investment Adviser on September 5, 2018 (the Shareholder Litigation). The Fund is a nominal defendant in the litigation, which is brought on behalf of the Fund. On May 26, 2020, the Court granted a motion to
dismiss for all defendants on all claims. The Court concluded that the contract and fiduciary duty claims are barred by the Boards independent and good-faith investigation of those claims, and that the purported class action claims can only be
filed derivatively. The case is Lanotte v. Highland Global Allocation Fund et al, 3:18-cv-02360 (N.D. Tex.). The shareholder appealed the dismissal to the United States Court of Appeals for the Fifth Circuit. Oral argument was heard on March 2,
2021. On March 28,
2023, the United States Court of Appeals for the Fifth Circuit affirmed the decision to dismiss the Plaintiffs case. The case has gone final and been administratively closed for all
purposes.
Note 11. Asset Coverage
The Fund is required to maintain 300% asset
coverage with respect to amounts outstanding (excluding short-term borrowings). Asset coverage is calculated by subtracting the Funds total liabilities, not including any amount representing bank loans and senior securities, from the
Funds total assets and dividing the result by the principal amount of the borrowings outstanding. As of the dates indicated below, the Funds debt outstanding and asset coverage was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Total Amount Outstanding ($) |
|
|
% of Asset Coverage of Indebtedness |
|
|
|
|
3/31/2024 |
|
|
3,734,000 |
|
|
|
8,076.0 |
|
|
|
|
9/30/2023 |
|
|
3,581,000 |
|
|
|
7,286.6 |
|
|
|
|
9/30/2022 |
|
|
|
|
|
|
|
|
|
|
|
9/30/2021 |
|
|
|
|
|
|
|
|
|
|
|
9/30/2020 |
|
|
|
|
|
|
|
|
|
|
|
9/30/2019 |
|
|
120,295,348 |
|
|
|
346.2 |
|
|
|
|
9/30/2018 |
|
|
138,725,439 |
|
|
|
395.2 |
|
|
|
|
9/30/2017 |
|
|
|
|
|
|
|
|
|
|
|
9/30/2016 |
|
|
40,000,000 |
|
|
|
2,414.9 |
|
|
|
|
9/30/2015 |
|
|
|
|
|
|
|
|
Note 12. Indemnification
Under the Funds
organizational documents, the officers and Trustees have been granted certain indemnification rights against certain liabilities that may arise out of performance of their duties to the Fund. Additionally, in the normal course of business, the Fund
may enter into contracts with service providers that contain a variety of indemnification clauses. The Funds maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be
estimated.
Note 13. Subsequent Events
Management has evaluated the impact of
all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events to report which have not already been recorded or disclosed in these financial statements and
accompanying notes.
SEMI-ANNUAL REPORT | 32
|
|
|
Additional Information (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
Investment Objective and Strategy Overview
The Funds investment objective is to seek long-term growth of capital and future income (future income means the ability to pay dividends in the future). Please
refer to Note 7 for a discussion of the Funds current investment risks.
The Fund seeks to achieve its investment objectives by investing in a portfolio of
U.S. and foreign equity, debt and money market securities. Under normal market conditions, the Fund intends to invest at least 50% of its net assets in equity securities and at least 40% (plus any borrowings for investment purposes) of its net
assets in securities of non-U.S. issuers. The Fund intends to invest approximately 40% or more of its net assets in securities of non-U.S. issuers at all times, however,
in the event of unfavorable market conditions the Fund may invest less than 40% (but not less than 30%) of its assets in securities of non-U.S. issuers. For purposes of determining whether securities held by
the Fund are securities of a non-U.S. issuer, a company is considered to be a non-U.S. issuer if the companys securities principally trade on a market outside of
the United States, the company derives a majority of its revenues or profits outside of the United States, the company is not organized in the United States, or the company is significantly exposed to the economic fortunes and risks of regions
outside the United States.
Equity securities in which the Fund may invest include common stock, preferred stock, securities convertible into common stock, rights
and warrants or securities or other instruments whose price is linked to the value of common stock. The equity securities in which the Fund invests may be of any capitalization, may be denominated in any currency and may be located in emerging
markets.
The Fund may also invest in debt securities of any kind, including debt securities of varying maturities, debt securities paying a fixed or fluctuating
rate of interest, inflation-indexed bonds, structured notes, loan assignments, loan participations, asset-backed securities, debt securities convertible into equity securities, and securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, by foreign governments or international agencies or supranational entities or by domestic or foreign private issuers. The Fund may invest in debt securities of any credit quality, including below investment
grade securities (also known as high yield securities or junk securities). Such securities are rated below investment grade by a nationally recognized statistical rating
organization (NRSRO) or are unrated but deemed by the Investment Adviser to be of comparable quality. The Fund may invest without limitation in below investment grade or unrated securities, including in insolvent borrowers or borrowers
in default.
The Fund may also invest in senior loans to domestic or foreign corporations, partnerships and other entities that operate in a variety of industries
and geographic regions (Borrowers) (Senior Loans). Senior Loans are business loans that have a right to payment senior to most other debts of the Borrower.
The Fund invests primarily in companies that the portfolio manager believes have solid growth prospectus and/or attractive valuations. The portfolio managers value
management style employs a relative approach to identify companies across all economic sectors and geographic regions that are undervalued relative to the market, their peers, their historical valuation or their growth rate. In addition, the
Funds portfolio manager may employ event-driven investment strategies that analyze transactions in order to predict a likely outcome and invest the Funds assets in a way that seeks to benefit from that outcome. When choosing investment
markets, Fund management considers various factors, including economic and political conditions, potential for economic growth and possible changes in currency exchange rates. In addition to investing in securities of
non-U.S. issuers, the Fund actively manages its exposure to foreign currencies through the use of forward currency contracts and other currency derivatives. The Fund may own foreign cash equivalents or foreign
bank deposits as part of the Funds investment strategy. The Fund may also invest in non-U.S. currencies for hedging and speculative purposes.
The Funds portfolio may include pooled investment vehicles, including exchange-traded funds (ETFs), that provide exposure to foreign equity securities
and that invest in both developed and emerging markets, including ETFs that seek to track the performance of securities of a single country. The Fund may invest up to 5% of its net assets in warrants and may also use derivatives, primarily swaps
(including equity, variance
SEMI-ANNUAL REPORT | 33
|
|
|
Additional Information (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
and volatility swaps), options and futures contracts on securities, interest rates, commodities and/or currencies, as substitutes for direct investments the Fund can make and, to the extent
permitted by the 1940 Act, to hedge various investments for risk management and speculative purposes.
The Fund will limit its investments in pooled investment
vehicles that are excluded from the definition of investment company under the 1940 Act by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, such as private equity funds and hedge funds, to no more than 15% of its net assets.
This limitation does not apply to any collateralized loan obligations, collateralized debt obligations and/or collateralized mortgage obligations, certain of which may rely on Section 3(c)(1) or 3(c)(7) of the 1940 Act.
The Fund seeks to provide exposure to the investment returns of real assets that trade in the commodity markets, including through investment in certain commodity-linked
instruments and pooled investment vehicles, such as master limited partnership (MLP) investments that are principally engaged in one or more aspects of the exploration, production, processing, transmission, marketing, storage or delivery
of energy-related commodities, such as natural gas, natural gas liquids, coal, crude oil or refined petroleum products, in addition to exchange-traded notes and ETFs that generate returns tied to a particular commodity or commodity market index.
Except as otherwise expressly noted in the Statement of Additional Information (SAI), all percentage limitations and ratings criteria apply at the time
of purchase of securities, except that the limit on borrowing described herein is applied on a continual basis.
The Fund may borrow an amount up to 33 1/3% of
its total assets (including the amount borrowed). The Fund may borrow for investment purposes and for temporary, extraordinary or emergency purposes. To the extent the Fund borrows more money than it has cash or short-term cash equivalents and
invests the proceeds, the Fund will create financial leverage. The use of borrowing for investment purposes increases both investment opportunity and investment risk.
The Funds portfolio manager may sell a security for a variety of reasons, such as to invest in a company offering or
superior investment opportunities.
The portfolio manager may sell short securities of a company that it believes: (i) is overvalued relative to normalized
business and industry fundamentals or to the expected growth that the portfolio manager believes the company will achieve; (ii) has a weak competitive position relative to peers; (iii) engages in questionable accounting practices;
(iv) shows declining cash flow and/or liquidity; (v) has distribution estimates that the portfolio manager believes are too high; (vi) has weak competitive barriers to entry; (vii) suffers from deteriorating industry and/or
business fundamentals; (viii) has a weak management team; (ix) will see multiple contraction; (x) is not adapting to changes in technological, regulatory or competitive environments; or (xi) provides a hedge against the
Funds long exposure, such as a broad based market ETF. Technical analysis may be used to help in the decision making process. The Fund may engage in short sales that are not made
against-the-box, which means that the Fund may sell short securities even when they are not actually owned or offset at all times during the period the short
position is open and could result in unlimited loss.
Additional Portfolio Information
The Investment Adviser and its affiliates manage other accounts, including registered and private funds and individual accounts. Although investment decisions for the
Fund are made independently from those of such other accounts, the Investment Adviser may, consistent with applicable law, make investment recommendations to other clients or accounts that may be the same or different from those made to the Fund,
including investments in different levels of the capital structure of a company, such as equity versus senior loans, or that involve taking contradictory positions in multiple levels of the capital structure. The Investment Adviser has adopted
policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are
treated equitably over time. Nevertheless, this may create situations where a client could be disadvantaged because of the
SEMI-ANNUAL REPORT | 34
|
|
|
Additional Information (unaudited) |
|
|
March 31, 2024 |
|
Highland Global Allocation Fund |
investment activities conducted by the Investment Adviser for other client accounts. When the Fund and one or more of such other accounts is prepared to invest in, or desire to dispose of, the
same security, available investments or opportunities for each will be allocated in a manner believed by the Investment Adviser to be equitable to the Fund and such other accounts. The Investment Adviser also may aggregate orders to purchase and
sell securities for the Fund and such other accounts. Although the Investment Adviser believes that, over time, the potential benefits of participating in volume transactions and negotiating lower transaction costs should benefit all accounts
including the Fund, in some cases these activities may adversely affect the price paid or received by the Fund or the size of the position obtained or disposed of by the Fund.
Disclosure of Fund Expenses
As a shareholder of a Fund,
you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees; and (2) ongoing costs, including management fees; distribution (12b-1) and
service fees; and other Fund expenses. This example is intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is
based on an investment of $1,000 invested at the beginning of the period and held for the six-month period October 1, 2023 through March 31, 2024, unless otherwise indicated. This table illustrates
your Funds costs in two ways:
Actual Expenses: The first part of the table provides information about actual account values and actual
expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 =
8.6), then multiply the result by the number in the first line under the heading entitled Expenses Paid During Period to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes: The second part of the table provides information about hypothetical account values and hypothetical expenses based
on your Funds actual expense ratio
and an assumed rate of return of 5% per year before expenses, which is not your Funds actual return. The actual expense ratio includes voluntary fee waivers or expense reimbursements by the
Funds investment adviser. The expense ratio would be higher had the fee waivers or expense reimbursements not been in effect. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or
expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder
reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads) or redemption fees. Therefore, the second part of
the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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Beginning Account Value 10/1/23 ($) |
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Ending Account Value 3/31/24 ($) |
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Annualized Expense Ratios |
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Expenses Paid During Period(1) ($) |
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Actual Fund Return |
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1,000.00 |
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1,078.20 |
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1.89 |
% |
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9.82 |
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Hypothetical 5% Return (before expenses) |
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1,000.00 |
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1,015.55 |
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1.89 |
% |
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9.52 |
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(1) |
Expenses are equal to the Funds annualized expense ratio multiplied by the average account value over the period,
multiplied by the number of days in the most recent fiscal half-year, divided by the number of days in the full fiscal year (183/366). |
Dividend
Reinvestment Plan
Unless the registered owner of Common Shares elects to receive cash by contacting Global Shares (Global Shares or the Plan
Agent), as agent for shareholders in administering the Plan, a registered owner will receive newly issued Common Shares for all dividends declared for Common Shares of the Fund. If a registered owner of Common Share selects not to participate
in the Plan, they will receive all dividends in cash paid by check mailed directly to them (or, if the shares are held in street or other nominee name, then to such nominee) by Global Shares, as dividend disbursing agent. Shareholders may elect not
to participate in the Plan and to receive all dividends in cash by sending written instructions
SEMI-ANNUAL REPORT | 35
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Additional Information (unaudited) |
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March 31, 2024 |
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Highland Global Allocation Fund |
or by contacting Global Shares, as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time
without penalty by contacting the Plan Agent before the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend. Some brokers may automatically elect to receive cash on the
shareholders behalf and may reinvest that cash in additional Common Shares of the Fund for them. The Plan Agent will open an account for each shareholder under the Plan in the same name in which such shareholders Common Shares are
registered. Whenever the Fund declares a dividend payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common Shares
will be acquired by the Plan Agent through receipt of additional unissued but authorized Common Shares from the Fund (newly issued Common Shares). The number of newly issued Common Shares to be credited to each participants account
will be determined by dividing the dollar amount of the dividend by the lesser of (i) the net asset value per Common Share determined on the Declaration Date and (ii) the market price per Common Share as of the close of regular trading on
the New York Stock Exchange (the NYSE) on the Declaration Date. The Plan Agent maintains all shareholders accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by
shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan.
The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants. In the case of shareholders such as banks, brokers or nominees
which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholders name and held for the account of beneficial
owners who participate in the Plan. There will be no brokerage charges with respect to Common Shares issued
directly by the Fund. The automatic reinvestment of dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such
dividends. Accordingly, any taxable dividend received by a participant that is reinvested in additional Common Shares will be subject to federal (and possibly state and local) income tax even though such participant will not receive a corresponding
amount of cash with which to pay such taxes. Participants who request a sale of shares through the Plan Agent are subject to a $2.50 sales fee and pay a brokerage commission of $0.05 per share sold. The Fund reserves the right to amend or terminate
the Plan. There is no direct service charge to participants in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants. All correspondence concerning the Plan should be directed to the
Plan Agent.
Control Persons and Principal Shareholders
As of March 31,
2024, the Trustees and officers of the Fund as a group owned less than 1% of the then outstanding shares of each class of shares of the Fund.
Control persons
are presumed to control a Fund for purposes of voting on matters submitted to a vote of shareholders due to their beneficial ownership of 25% or more of a Funds outstanding voting securities.
Unless otherwise noted, as of March 31, 2024, no persons known by the Fund owned 25% or more of Funds outstanding shares.
A person who beneficially owns, either directly or indirectly, more than 25% of the voting securities of the Fund or acknowledges the existence of such control may be
presumed to control the Fund. A control person could potentially control the outcome of any proposal submitted to the shareholders for approval, including changes to the Funds fundamental policies or terms of the investment advisory agreement
with the Investment Adviser.
SEMI-ANNUAL REPORT | 36
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Important Information About This Report |
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Investment Adviser NexPoint Asset Management, L.P.
300 Crescent Court, Suite 700 Dallas, TX 75201
Transfer Agent
American Stock Transfer & Trust Company, LLC 6201 15th Avenue
Brooklyn, NY 11219
Underwriter NexPoint Securities, Inc.
200 Crescent Court, Suite 700 Dallas, TX 75201
Custodian
Bank of New York Mellon 240 Greenwich Street
New York, NY 10286
Independent Registered Public Accounting Firm Cohen & Company,
Ltd. 1350 Euclid Ave., Suite 800 Cleveland, OH 44115
Fund Counsel
K&L Gates LLP 1 Congress St., Suite 2900
Boston, MA 02114-2023 |
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This report has been prepared for shareholders of Highland Global Allocation Fund (the Fund). As of January 1, 2021, paper copies of
the Funds shareholder reports will no longer be sent by mail. Instead, the reports will be made available on https://www.nexpointassetmgmt.com/resources/#forms, and you will be notified and provided with a link each time a report is
posted to the website. You may request to receive paper reports from the Fund or from your financial intermediary free of charge at any time. For additional information regarding how to access the Funds shareholder reports, or to request paper
copies by mail, please call shareholder services at 1-877-665-1287.
A description of the policies and procedures that the Fund uses to determine how to vote proxies
relating to their portfolio securities, and the Funds proxy voting records for the most recent 12-month period ended June 30, are available (i) without charge, upon request, by calling 1-877-665-1287 and (ii) on the Securities and Exchange Commissions website at http://www.sec.gov.
The Fund files its complete schedules of portfolio holdings with the Securities and Exchange
Commission for the first and third quarters of each fiscal year as an exhibit to its report on Form N-PORT within sixty days after the end of the period. The Funds Form
N-PORT are available on the Commissions website at http://www.sec.gov and also may be reviewed and copied at the Commissions Public Reference Room in Washington, DC. Information on the
Public Reference Room may be obtained by calling 1-800-SEC-0330. Shareholders may also obtain the Form N-PORT by visiting the Funds website at www.nexpointassetmgmt.com.
The Statement of Additional Information includes additional information about the Funds Trustees and are available upon request without charge by calling 1-877-665-1287. |
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY
11219
Highland Global Allocation Fund
2024 SEMI-ANNUAL REPORT
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www.nexpointassetmgmt.com |
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GAF-SAR-03/24 |
Not applicable.
Item 3. |
Audit Committee Financial Expert. |
Not applicable.
Item 4. |
Principal Accountant Fees and Services. |
Not applicable.
Item 5. |
Audit Committee of Listed Registrants. |
Not applicable.
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the Semi-Annual Report to
Shareholders filed under Item 1 of this form.
(b) Not applicable.
Item 7. |
Disclosure of Proxy Voting Policies and Procedures
for Closed-End Management Investment Companies. |
Not applicable.
Item 8. |
Portfolio Managers of Closed-End Management Investment
Companies. |
Not applicable.
Item 9. |
Purchases of Equity Securities by Closed-End Management
Investment Company and Affiliated Purchasers. |
No such purchases were made by or on behalf of the Registrant or any affiliated
purchaser during the period covered by this report.
Item 10. |
Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrants Board of Trustees.
Item 11. |
Controls and Procedures. |
(a) |
The Registrants principal executive and principal financial officers, or persons performing similar
functions, have concluded that the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act (17
CFR 270.30a-3(c)) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of such controls and
procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and
Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) |
There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 12. |
Disclosure of Securities Lending Activities
for Closed-End Management Investment Companies. |
Not applicable.
Item 18. |
Recovery of Erroneously Awarded Compensation |
(a) Not applicable.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HIGHLAND GLOBAL ALLOCATION FUND
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By (Signature and Title): |
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/s/ Frank Waterhouse |
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Frank Waterhouse |
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Treasurer, Principal Accounting Officer, Principal Financial Officer, and Principal Executive Officer |
Date: June 7, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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By (Signature and Title): |
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/s/ Frank Waterhouse |
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Frank Waterhouse |
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Treasurer, Principal Accounting Officer, Principal Financial Officer, and Principal Executive Officer |
Date: June 7, 2024
Item 13(a)(2)
EX-99.CERT
Certification Pursuant to Rule 30a-2(a) under the 1940 Act and
Section 302 of the Sarbanes-Oxley Act
I, Frank Waterhouse, certify that:
1. |
I have
reviewed this report on Form N-CSR of Highland Global Allocation Fund (the Registrant); |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the
periods presented in this report; |
4. |
The Registrants other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act)) and internal controls
over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) for the Registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; |
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(c) |
Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the Registrants internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and |
5. |
The Registrants other certifying officer(s) and I have disclosed to the Registrants auditors and
the audit committee of the Registrants board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Registrants ability to record, process, summarize, and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Registrants internal control over financial reporting. |
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By |
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/s/ Frank Waterhouse |
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Frank Waterhouse |
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Treasurer, Principal Accounting Officer,
Principal Financial Officer, and Principal Executive
Officer |
Date: June 7, 2024
Item 13(b)
EX-99.906CERT
Certification Pursuant to Rule 30a-2(b) under the 1940 Act
and Section 906 of the Sarbanes-Oxley Act
I, Frank Waterhouse, Treasurer, Principal Accounting Officer, Principal Financial Officer, and
Principal Executive Officer of Highland Global Allocation Fund (the Registrant), certify that:
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1. |
The Form N-CSR of the Registrant (the Report) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Registrant. |
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By |
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/s/ Frank Waterhouse |
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Frank Waterhouse |
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Treasurer, Principal Accounting Officer,
Principal Financial Officer, and Principal Executive
Officer |
Date: June 7, 2024
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