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: 811-21869
NEXPOINT STRATEGIC
OPPORTUNITIES 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 Advisors, L.P.
300 Crescent Court
Suite 700
Dallas, Texas 75201
(Name and Address of Agent for Service)
Registrant's telephone number, including area code: (866) 351-4440
Date of fiscal year end: December 31
Date of reporting period: December 31, 2019
Item 1. Reports to Stockholders.
A copy of the 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.
NexPoint Strategic Opportunities
Fund
Annual Report
December 31, 2019
Beginning on January 1, 2021, as
permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports.
Instead, the reports will be made available on the Funds’ website (highlandfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to
receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary (such as a broker dealer or bank) or, if you are a direct investor, by contacting the Fund’s transfer agent at 1-866-351-4440. You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary,
you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call 1-866-351-4440 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if
you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the Fund.
NexPoint Strategic Opportunities 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.
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A prospectus must precede or accompany this report. Please read the prospectus
carefully
before you invest.
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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.
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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.
PORTFOLIO MANAGER COMMENTARY (unaudited)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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During 2019, the NexPoint Strategic Opportunities Fund (the “Fund”, NYSE:NHF) returned 5.66% on net asset value (“NAV”) and 4.76% of market
value, including reinvested dividends, compared to a total return of 9.31% for the Credit Suisse Hedge Fund Index and 8.62% for the HFRX Global Hedge Fund Index during the same period. Top contributors to performance include Private Real Estate,
Freddie Mac K-Deals, Jernigan Capital, Inc. and Fortinet. Some of the largest detractors to performance include Argentine sovereign debt, which detracted approximately 11 basis points on the net asset value,
Argentine equity, Fieldwood Energy and Aerie Pharmaceuticals.
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NHF
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1 Year
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3 Year
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5 Year
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Inception
to Date
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NAV
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5.66
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%
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8.28
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%
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4.62
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%
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5.52
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%
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Market Price
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4.76
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%
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6.39
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%
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4.65
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%
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3.68
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%
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On October 25, 2019, the Board of Trustees approved a repurchase program to repurchase up to $25 million of the Fund’s shares over a six-month period. The program allows for the Fund to repurchase shares, if trading at a discount, in open market transactions until the conclusion of the repurchase period on April 24, 2020 (subject to the
Fund’s available cash, after consideration of reserves necessary for anticipated fund expenses and contingencies).
Portfolio Highlights
On April 11, 2019, the Fund announced the commencement of a non-transferable rights offering to
purchase additional shares of common stock of the Fund. The offering was a success, with total subscriptions equaling over 230% of the primary offering. The Fund successfully raised $240 million in new capital to take advantage of accretive and
opportunistic investment ideas.
A significant amount of the proceeds of the rights offering have been invested in high conviction private real estate,
including: Freddie Mac K-Deals; a portfolio of single-family mortgage loans; and investments made through the Fund’s wholly owned private REIT subsidiaries,. NexPoint Real Estate Opportunities, LLC
(“NREO”) and NexPoint Real Estate Capital, LLC (“NREC”). As of December 31, 2019, NREC held preferred equity positions in six multifamily properties representing $30.5 million of invested capital.
NREO includes several private real estate assets. These investments include, SAFStor, CityPlace Tower, Marriott Modern Uptown Dallas and a single family rental
private REIT.
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NREO has an interest in a single family rental private REIT that owns and operates nearly 7,000 cash flowing single family rental homes in 12 markets across the
Midwest. The REIT looks to benefit from the fundamental mispricing of workforce single-family rental (SFR) assets in the U.S., leveraging supply-demand imbalances and fragmentation in the market to acquire units at significant discounts to
replacement cost and capitalization rates significantly higher than comparable multifamily assets. The workforce SFR sector has been helped by the expansion of the U.S. rental base as well as the well documented shortage of lower priced housing
options in the country
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SafStor owns, develops and redevelops single and multi-story self-storage properties. The properties are located in markets with high barriers to entry and are
undersupplied. We look for markets that offer low delinquency, high traffic count, and high population growth with above average household income. Property management is performed by reputable operators such as Extra Space Storage and CubeSmart. As
of December 31, 2019, NREO had invested $47.6 million of equity to fund the development of eight individual storage facilities. Additionally, we have 36 projects in the construction or planning phase with expected completion between May
2020 and December 2022. The weighted average yield on cost is 8.6% for all 44 properties. We expect appreciation of the storage portfolio once development is complete.
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CityPlace Tower is a 42-story, 1.35 million square foot, trophy office building located adjacent to the Uptown
submarket in Dallas, Texas. NREO acquired the property in 2018 and, according to an appraisal performed by JLL, at a 5.1% discount to the current as-is market value and a 50.8% discount to replacement cost.
The prior owners were unwilling to invest significant capital to remain competitive with the property’s competitors. For example, due to prior ownership, CityPlace was budgeted to average approximately $14/square foot in triple net lease
(“NNN”) rent equivalent during 2019. Similar office assets in the Uptown-Dallas submarket are achieving average NNN rents of $30/square foot. We are investing significant capital to provide class-A
amenities and reposition the asset to achieve higher rental rates in both the office and retail spaces. The office tower will house a 223-key five-star hotel operated by InterContinental Hotels Group. The
Hotel will occupy eight of the building’s 42 floors and will contain a restaurant, full bar, and lounge. Plans for the restaurant include a terrace overlooking Uptown and Downtown Dallas. The hotel is expected to open in early 2022 and
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PORTFOLIO MANAGER COMMENTARY (unaudited)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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is expected to more than double net operating income of the building once stabilized. There are also plans to enhance shared spaces and amenities for tenants by renovating the lobby, introducing
concourse-level fast food and retail offerings, and building a new fitness center. We also built a datacenter in a space that was considered unusable and is expected to generate an additional $700k in ancillary income.
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In March 2019 NREO contributed properties in exchange for shares of the NexPoint Hospitality Trust, which listed on the Toronto Venture Exchange and are traded
under the symbol “NHT”. In connection with the offering, NHT acquired 11 full-service and select-service hotels located throughout the United States. In July 2019, NHT announced an agreement to acquire Condor Hospitality Trust, Inc.
(NYSE American: CDOR) for approximately $318 million, which would increase NHT’s gross asset value to approximately $700 million. The combined portfolio will expand NHT’s footprint to a total of 26 hotels across 11 states
and 18 distinct metropolitan statistical areas (“MSAs”) with concentrations in Texas, Florida, and Georgia.
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As of December 31, 2019, NREO had invested $37.3 million of equity to fund the development of an upscale Marriott hotel in the heart of the Uptown
submarket of Dallas, Texas. The total project cost is roughly $105 million and, upon completion, will boast 255 upscale guestrooms with approximately 13,000 square feet of meeting space. The Marriott Uptown will fill a void in the immediate
submarket which lacks an affordable, quality hotel for the business traveler. The hotel is scheduled for completion in the 3rd quarter of 2020 and we anticipate significant appreciation potential after completion.
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NHF has invested in several Freddie Mac sponsored K-Deals securitizations (more specifically
B-Pieces), which have been, in our opinion, a successful and sought-after exclusive securitization program offering a wide-range of multifamily products. As of December 31, 2019, 330 K-Deal transactions have closed for a combined $353.4 billion in issuance and 17,650 loans originated and securitized with less than 1 basis point of losses. We believe
B-Pieces offer an attractive risk-adjusted return with a strong underlying credit profile, pooled diversification, and are backed by an asset class we intimately understand.
The Fund’s Strategy
The Fund’s investment adviser,
NexPoint Advisers L.P. (the “Investment Adviser”), manages the Fund pursuant to a multistrategy investment program that attempts to exceed the return of the Fund’s benchmark in a transparent, registered fund format with monthly
dividends. We will typically allocate the Fund’s investments in the following asset classes: public equities, private equity investments, collateralized loan obligation (CLOs) debt, high yield bonds, syndicated floating rate bank loans, real
estate assets, CLO equity, non-traditional yield oriented investments and may hedge exposure where necessary.
Shareholder Loyalty Program
In July 2012, we developed and implemented a unique and creative Shareholder
Loyalty Program (the “Program”) that we believe rewards long-term shareholders while aligning the interests of the portfolio manager and other employees of the Investment Adviser and its affiliates with those of the Fund’s
shareholders. The primary purpose of the Program is to promote shareholder loyalty. Subject to certain limitations, the Program offers shareholders a 2% gross-up on all new contributions made through
accounts held by the Program’s administrator that are held for at least 12-months after initial purchase date. The Program was offered to employees of NexPoint and affiliates beginning in July
2012 and has increased direct employee ownership in the Fund. All costs of the program, including the cost of the gross-up on purchases and dividend reinvestments, are paid by the Investment Adviser,
not by the Fund.
FUND PROFILE (unaudited)
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NexPoint Strategic Opportunities Fund
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NexPoint Strategic Opportunities Fund seeks to provide both current income and capital appreciation.
Net Assets as of December 31, 2019
$974 million
Portfolio Data as of December 31, 2019
The information below provides a snapshot of NexPoint Strategic Opportunities Fund at the end of the reporting period. NexPoint Strategic
Opportunities 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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Quality Breakdown as of 12/31/2019 (%)(1)
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AAA
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1.5
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BBB
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1.6
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BB
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3.6
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B
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2.3
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CCC
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6.1
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CC
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0.5
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NR
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84.3
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Sectors as of 12/31/2019 (%)(1)(2)
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Real Estate and Real Estate Investment Trust
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60.0
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Agency and Collateralized Mortgage Obligation
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21.2
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Financial
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20.8
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Communication Services
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8.6
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Energy
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4.9
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Top 10 Holdings as of 12/31/2019 (%)(1)(2)
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NexPoint Real Estate Opportunities, LLC (Common Stock)
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24.4
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Jernigan Capital, Inc. 7.00%, (Preferred Stock)
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11.2
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NexPoint Hospitality Trust (Common Stock)
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6.9
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FREMF Mortgage Trust 7.70%, 11/25/2026 (Agency Collateralized Mortgage Obligations)
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6.0
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FREMF Mortgage Trust , 8/25/2025 (Agency Collateralized Mortgage Obligations)
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5.5
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FREMF Mortgage Trust , 8/25/2028 (Agency Collateralized Mortgage Obligations)
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4.8
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SFR WLIF I, LLC %, (LLC Interest)
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4.1
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TerreStar Corporation (Common Stock)
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3.8
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Specialty Financial Products, Ltd. (Common Stock)
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3.6
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NexPoint Real Estate Capital (Common Stock)
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3.5
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(1)
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Quality is calculated as a percentage of total bonds & notes. Sectors and holdings are calculated as a percentage of total net assets. The quality ratings
reflected were issued by Standard & Poors, a nationally recognized statistical rating organization. Ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Quality ratings reflect the credit quality of the
underlying bonds in the Fund’s portfolio and not that of the Fund itself. Quality Ratings are subject to change.
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(2)
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Sectors and holdings are calculated as a percentage of total net assets.
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FINANCIAL STATEMENTS
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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A guide to understanding each Fund’s financial statements
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Investment Portfolio
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The Investment Portfolio details all of the Fund’s 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.
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Statement of Assets and Liabilities
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This statement details the Fund’s 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 Fund’s liabilities (including any unpaid expenses) from the total of the Fund’s investment and noninvestment 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.
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Statement of Operations
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This statement reports income earned by the Fund and the expenses incurred by the 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 Fund’s net increase or decrease in net assets from
operations.
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Statement of Changes in Net Assets
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This statement details how the Fund’s 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.
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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.
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Financial Highlights
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The Financial Highlights demonstrate how the Fund’s net asset value per share was affected by the Fund’s 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).
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Notes to Financial Statements
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These notes disclose the organizational background of the Fund, certain of its 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
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As of December 31, 2019
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NexPoint Strategic Opportunities Fund
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Shares
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Value ($)
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Common Stock - 63.0%
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CHEMICALS - 0.0%
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25,250
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Venator Materials (a)(b)
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96,707
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COMMUNICATION SERVICES - 6.2%
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309,137
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Metro-Goldwyn-Mayer, Inc. (b)(q)
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23,752,078
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132,801
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TerreStar Corporation (b)(c)(d)(e)(q)
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36,808,453
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60,560,531
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CONSUMER DISCRETIONARY - 0.8%
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38,400
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Afya, Class A (a)(b)
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1,041,408
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2,500
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Amazon.com, Inc. (a)(b)
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4,619,600
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4,460
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MercadoLibre, Inc. (a)(b)
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2,550,853
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8,211,861
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ENERGY - 3.3%
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336
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California Resources (a)(b)
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3,034
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67,200
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Continental Resources, Inc. (a)
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2,304,960
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368,680
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Fieldwood Energy LLC (b)
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7,435,170
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1,425,351
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NextDecade Corp. (a)(b)
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8,751,655
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299,500
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Petroleo Brasileiro ADR (a)
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4,774,030
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40,000
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Pioneer Natural Resources (a)
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6,054,800
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40
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Transocean (a)(b)
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275
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30,885
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Williams Cos., Inc. (a)
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732,592
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159,800
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YPF ADR (a)
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1,850,484
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31,907,000
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FINANCIAL - 5.0%
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47,354
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American Banknote Corp. (c)(d)
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155,795
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63,000
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Banco Bradesco ADR (a)
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563,850
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11,600
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CIT Group, Inc. (a)
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529,308
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666,667
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Creative Science Properties, Inc. (b)(f)(g)
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10,000,005
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70,240
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Grupo Supervielle SA ADR (a)
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258,483
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237,500
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Itau Unibanco Holding ADR (a)
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2,173,125
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38,998,415
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Specialty Financial Products, Ltd. (c)(d)(e)
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35,254,567
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48,935,133
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GAMING/LEISURE - 0.0%
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26,712
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LLV Holdco LLC - Series A, Membership Interest (b)(c)(d)(e)
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—
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144
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LLV Holdco LLC - Series B, Membership Interest (b)(c)(d)(e)
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—
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—
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HEALTHCARE - 1.8%
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50,000
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Paratek Pharmaceuticals, Inc. (a)(b)
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201,500
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20,400
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Patterson (a)
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417,792
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694,994
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Portola Pharmaceuticals, Inc. (a)(b)
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16,596,457
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17,215,749
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HOUSING - 0.0%
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368,150
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Westgate Investments LLC (b)(c)(d)
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—
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INDUSTRIALS - 0.6%
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64,900
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American Airlines Group, Inc. (a)
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1,861,332
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172,900
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Hertz Global Holdings (a)(b)
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2,723,175
|
|
|
|
8
|
|
|
Pendrell Corp. (a)(b)
|
|
|
1,410,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,994,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Value ($)
|
|
|
|
|
|
INFORMATION TECHNOLOGY - 1.6%
|
|
|
|
271,271
|
|
|
Avaya Holdings Corp. (a)(b)
|
|
|
3,662,159
|
|
|
|
66,233
|
|
|
CDK Global, Inc. (a)
|
|
|
3,621,620
|
|
|
|
22,650
|
|
|
Enphase Energy (a)(b)
|
|
|
591,844
|
|
|
|
12,400
|
|
|
Globant (a)(b)
|
|
|
1,315,020
|
|
|
|
1
|
|
|
MagnaChip Semiconductor (b)
|
|
|
12
|
|
|
|
14,900
|
|
|
NXP Semiconductors (a)
|
|
|
1,896,174
|
|
|
|
101,800
|
|
|
StoneCo, Class A (a)(b)
|
|
|
4,060,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,147,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MATERIALS - 0.2%
|
|
|
|
5,750
|
|
|
Huntsman (a)
|
|
|
138,920
|
|
|
|
356,875
|
|
|
MPM Holdings, Inc. (b)
|
|
|
1,784,375
|
|
|
|
11,164
|
|
|
Omnimax International, Inc. (b)(c)(d)(e)
|
|
|
34,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,958,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDIA AND TELECOMMUNICATIONS - 0.1%
|
|
|
|
13,722
|
|
|
Loral Space & Communications, Inc. (a)(b)
|
|
|
443,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
METALS & MINERALS - 0.2%
|
|
|
|
272,400
|
|
|
Loma Negra Cia Industrial Argentina ADR (a)(b)
|
|
|
2,130,168
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PHARMACEUTICALS - 2.8%
|
|
|
|
489,600
|
|
|
Aerie Pharmaceuticals, Inc. (a)(b)
|
|
|
11,833,632
|
|
|
|
612,991
|
|
|
Heron Therapeutics, Inc. (a)(b)
|
|
|
14,405,288
|
|
|
|
110,000
|
|
|
TG Therapeutics, Inc. (a)(b)
|
|
|
1,221,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,459,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE - 11.8%
|
|
|
|
631,135
|
|
|
Allenby (b)(c)(d)(e)
|
|
|
1
|
|
|
|
78,947
|
|
|
Alpine Income Property Trust (a)
|
|
|
1,502,361
|
|
|
|
2,019,369
|
|
|
Claymore (b)(c)(d)(e)
|
|
|
2
|
|
|
|
293,449
|
|
|
Cresud SACIF y A ADR (a)(b)
|
|
|
2,065,883
|
|
|
|
13,370,573
|
|
|
NexPoint Hospitality Trust (e)
|
|
|
66,719,159
|
|
|
|
11,389,726
|
|
|
NexPoint Real Estate Capital (c)(d)(e)
|
|
|
34,066,670
|
|
|
|
81,229
|
|
|
NexPoint Residential Trust , REIT (a)(e)
|
|
|
3,655,305
|
|
|
|
357,117
|
|
|
Postal Realty Trust, Class A , REIT (a)
|
|
|
6,053,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,062,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE INVESTMENT TRUST - 26.2%
|
|
|
|
233,732
|
|
|
Bluerock Residential Growth, Class A , REIT (a)
|
|
|
2,816,471
|
|
|
|
47,000
|
|
|
Independence Realty Trust, Inc. , REIT (a)
|
|
|
661,760
|
|
|
|
439,183
|
|
|
Jernigan Capital, Inc. , REIT (a)
|
|
|
8,405,963
|
|
|
|
146,055,529
|
|
|
NexPoint Real Estate Opportunities, LLC, REIT (c)(d)(e)
|
|
|
237,982,879
|
|
|
|
1,763,581
|
|
|
United Development Funding IV , REIT (a)(e)
|
|
|
5,149,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
255,016,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UTILITIES - 2.4%
|
|
|
|
327,750
|
|
|
Central Puerto ADR (a)
|
|
|
1,592,865
|
|
|
|
26,220
|
|
|
Entegra TC LLC (c)(d)
|
|
|
—
|
|
|
|
156,000
|
|
|
Pampa Energia ADR (a)(b)
|
|
|
2,563,080
|
|
|
|
800,800
|
|
|
Vistra Energy Corp. (a)
|
|
|
18,410,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,566,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Cost $670,740,170)
|
|
|
611,706,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Glossary on page 10 for abbreviations along with accompanying Notes to Financial Statements.
|
|
|
|
|
|
5
|
INVESTMENT PORTFOLIO (continued)
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Value ($)
|
|
|
|
|
|
Preferred Stock - 30.2%
|
|
|
|
|
|
FINANCIAL - 15.8%
|
|
|
|
14,500
|
|
|
Aberdeen Loan Funding, Ltd. (f)
|
|
|
1,682,725
|
|
|
|
15,000
|
|
|
Brentwood CLO, Ltd. (f)
|
|
|
7,500,000
|
|
|
|
13,600
|
|
|
Brentwood Investors , 02/01/2022 (f)
|
|
|
6,800,000
|
|
|
|
34,500
|
|
|
Eastland CLO, Ltd. (f)
|
|
|
14,371,551
|
|
|
|
13,006
|
|
|
Eastland Ltd. , 05/01/2022 (b)(f)
|
|
|
5,417,867
|
|
|
|
70,000
|
|
|
Federal National Mortgage Association 5.13% (a)(b)(g)
|
|
|
1,392,300
|
|
|
|
62,611
|
|
|
Federal National Mortgage Association 8.25% (a)(b)(g)
|
|
|
717,201
|
|
|
|
8,960
|
|
|
Federal National Mortgage Association 4.75% (a)(b)(g)
|
|
|
177,318
|
|
|
|
7,750
|
|
|
Gleneagles CLO. Ltd. , 12/30/2049 (f)
|
|
|
3,022,500
|
|
|
|
62,600
|
|
|
Grayson CLO, Ltd. , 11/01/2021 (f)
|
|
|
26,117,033
|
|
|
|
13,700
|
|
|
Grayson Investors , 11/01/2021 (f)
|
|
|
5,715,708
|
|
|
|
42,750
|
|
|
Greenbriar CLO, Ltd. , 11/01/2021 (f)
|
|
|
23,868,750
|
|
|
|
125,000
|
|
|
Jasper CLO, Ltd. (f)
|
|
|
5,500,000
|
|
|
|
10,000
|
|
|
Liberty CLO, Ltd. , 11/01/2017 (f)
|
|
|
3,675,000
|
|
|
|
8,500
|
|
|
Red River CLO, Ltd. , 07/27/2018 (f)
|
|
|
2,455,940
|
|
|
|
4,871
|
|
|
Rockwall CDO , 08/01/2024 (f)
|
|
|
2,605,985
|
|
|
|
4,800
|
|
|
Rockwall CDO, Ltd. (f)
|
|
|
1,248,000
|
|
|
|
10,500
|
|
|
Rockwall CDO, Ltd. , 08/01/2021 (f)
|
|
|
2,730,000
|
|
|
|
6,000
|
|
|
Southfork CLO, Ltd. , 05/01/2017 (f)
|
|
|
600,000
|
|
|
|
2,000
|
|
|
Stratford CLO , 11/01/2021 (f)
|
|
|
1,050,000
|
|
|
|
41,500
|
|
|
Stratford CLO, Ltd. , 11/01/2021 (f)
|
|
|
18,336,360
|
|
|
|
35,507
|
|
|
Westchester CLO, Ltd. , 08/01/2022 (f)
|
|
|
18,286,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,270,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE - 2.2%
|
|
|
|
18,508
|
|
|
Creek Pine Holdings, LLC, REIT
10.25% (b)(c)(d)(g)
|
|
|
21,430,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE INVESTMENT TRUST - 12.2%
|
|
|
|
99,223
|
|
|
Bluerock Residential Growth, Inc., REIT 7.63% (a)(g)
|
|
|
2,581,783
|
|
|
|
126,816
|
|
|
Bluerock Residential Growth, Inc., REIT, Series D 7.13% (a)(g)
|
|
|
3,229,712
|
|
|
|
108,500
|
|
|
Jernigan Capital, Inc., REIT 7.00% (b)(c)(d)(g)
|
|
|
109,277,912
|
|
|
|
67,101
|
|
|
RAIT Financial Trust, REIT
7.13%, 08/30/2019 (a)(g)
|
|
|
1,667,460
|
|
|
|
53,800
|
|
|
RAIT Financial Trust, REIT
7.63%, 04/15/2024 (a)
|
|
|
1,334,240
|
|
|
|
86,294
|
|
|
RAIT Financial Trust, REIT 8.88% (a)(g)
|
|
|
2,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
118,093,571
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Preferred Stock
(Cost $334,788,821)
|
|
|
292,794,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agency Collateralized Mortgage Obligations - 20.9%
|
|
|
|
58,661,484
|
|
|
FREMF Mortgage Trust,
Series 2019-KF72, Class C
VAR ICE LIBOR USD 1 Month+6.000%,
7.70%, 11/25/2026
|
|
|
58,368,177
|
|
|
|
76,080,350
|
|
|
Series 2018-KC02, Class C
0.00%, 8/25/2025 (h)
|
|
|
54,024,657
|
|
|
|
96,460,500
|
|
|
Series 2018-K80, Class D
0.00%, 8/25/2028 (h)
|
|
|
47,101,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Value ($)
|
|
|
|
55,096,698
|
|
|
Series 2019-K97, Class D
0.00%, 1/25/2030 (h)
|
|
|
24,505,358
|
|
|
|
598,636,812
|
|
|
Series 2019-K97, Class X2A
0.10%, 7/25/2029 (i)
|
|
|
4,801,067
|
|
|
|
135,904,199
|
|
|
Series 2019-K97, Class X2B
0.10%, 1/25/2030 (i)
|
|
|
1,065,489
|
|
|
|
45,871,176
|
|
|
FREMF Trust, Series 2018-KW04, Class C
0.00%, 12/25/2032 (h)
|
|
|
16,284,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Agency Collateralized Mortgage Obligations
(Cost $188,241,423)
|
|
|
206,150,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LLC Interest (c)(d)(e) - 7.6%
|
|
|
|
40,322,605
|
|
|
SFR WLIF I, LLC
|
|
|
39,730,669
|
|
|
|
26,968,904
|
|
|
SFR WLIF II, LLC
|
|
|
26,714,857
|
|
|
|
7,708,491
|
|
|
SFR WLIF III, LLC
|
|
|
7,541,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total LLC Interest
(Cost $75,000,000)
|
|
|
73,986,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Senior Loans (j) - 4.0%
|
|
|
|
|
|
COMMUNICATION SERVICES - 2.4%
|
|
|
|
76,365
|
|
|
iHeartCommunications Inc., Initial Term Loan, 1st Lien,
05/01/26 (k)
|
|
|
76,906
|
|
|
|
425,220
|
|
|
TerreStar Corporation Term Loan,
02/28/22 (c)(d)(e)
|
|
|
424,370
|
|
|
|
21,729,744
|
|
|
TerreStar Corporation, Term Loan A, cash/0% PIK 02/27/20 (c)(d)(e)
|
|
|
21,686,285
|
|
|
|
509,553
|
|
|
TerreStar Corporation, Term Loan C, cash/0% PIK 02/27/20 (c)(d)(e)
|
|
|
508,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,696,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAMING/LEISURE - 1.0%
|
|
|
|
3,860,733
|
|
|
Ginn-LA CS Borrower LLC, Tranche A, 1st Lien,
05/30/20 (c)(d)
|
|
|
—
|
|
|
|
8,274,215
|
|
|
Ginn-LA CS Borrower LLC, Tranche B Term Loan, 1st Lien,
05/30/19 (c)(d)(k)
|
|
|
—
|
|
|
|
11,736,674
|
|
|
LLV Holdco, LLC, Revolving Exit Loan,
09/03/20 (c)(d)(e)
|
|
|
9,389,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,389,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
METALS & MINERALS - 0.6%
|
|
|
|
7,341,224
|
|
|
Omnimax International, Inc., Unsecured Term Loan,
cash/0% PIK 02/06/21 (c)(d)(e)
|
|
|
6,188,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UTILITIES - 0.0%
|
|
|
|
92,329,417
|
|
|
Texas Competitive Electric Holdings Co., LLC, Extended Escrow Loan, (l)
|
|
|
83,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Senior Loans
(Cost $52,730,774)
|
|
|
38,357,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collateralized Loan Obligations - 3.9%
|
|
|
|
6,000,000
|
|
|
Acis CLO, Ltd., Series 2014-3A, Class E VAR ICE LIBOR USD 3 Month+4.750%,
6.66%,
2/1/2026 (m)
|
|
|
5,166,600
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
See Glossary on page 10 for abbreviations along with accompanying Notes to Financial Statements.
|
INVESTMENT PORTFOLIO (continued)
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Value ($)
|
|
|
|
|
|
Collateralized Loan Obligations (continued)
|
|
|
|
7,500,000
|
|
|
Acis CLO, Ltd., Series 2015-6A, Class SUB
0.00%, 5/1/2027 (m)(n)
|
|
|
2,475,000
|
|
|
|
5,000,000
|
|
|
Acis CLO, Ltd., Series 2014-3A, Class F VAR ICE LIBOR USD 3 Month+5.600%,
7.51%,
2/1/2026 (m)
|
|
|
3,875,250
|
|
|
|
14,000,000
|
|
|
Acis CLO, Ltd., Series 2013-1A, Class SUB
0.00%, 4/18/2024 (m)(n)
|
|
|
175,000
|
|
|
|
2,250,000
|
|
|
ALM VII R-2, Series 2016-7R2A, Class SUBR
0.00%, 10/15/2116 (m)(n)
|
|
|
1,145,250
|
|
|
|
5,462,500
|
|
|
CIFC Funding 2013-II, Series 2013-2A,
Class SUB
0.00%, 10/18/2030 (m)(n)
|
|
|
2,185,000
|
|
|
|
2,500,000
|
|
|
CIFC Funding 2014, Series 2014-1A, Class SUB
0.00%, 1/18/2031 (m)(n)
|
|
|
1,237,500
|
|
|
|
3,214,500
|
|
|
CIFC Funding 2014, Series 2014-4RA, Class SUB
0.00%, 10/17/2030 (m)(n)
|
|
|
1,076,857
|
|
|
|
3,000,000
|
|
|
CIFC Funding, Ltd., Series 2015-1A, Class SUB
0.00%, 1/22/2031 (m)(n)
|
|
|
1,875,000
|
|
|
|
635,386
|
|
|
Highland Loan Funding, Series 1A
4.84%, 8/1/2020 (c)(d)
|
|
|
504,179
|
|
|
|
4,000,000
|
|
|
Highland Park CDO I, Series 2006-1A, Class B
VAR LIBOR USD 3 Month+0.550%,
3.20%,
11/25/2051 (m)
|
|
|
1,680,000
|
|
|
|
1,204,545
|
|
|
Highland Park CDO I, Ltd., Series 2006-1A, Class A2
VAR LIBOR USD 3 Month+0.400%,
3.05%, 11/25/2051 (m)
|
|
|
1,204,317
|
|
|
|
5,100,000
|
|
|
Jamestown CLO IX, Series 2019-9A, Class C2R
VAR ICE LIBOR USD 3 Month+4.100%,
6.07%,
10/20/2028 (m)
|
|
|
5,121,791
|
|
|
|
6,000,000
|
|
|
Jamestown CLO IX, Series 2019-9A, Class DR
VAR ICE LIBOR USD 3 Month+6.940%,
8.91%,
10/20/2028 (m)
|
|
|
5,998,382
|
|
|
|
2,300,000
|
|
|
Madison Park Funding 3 Month+6.850%,
Series 2018-30A, Class F
VAR ICE LIBOR USD 3
Month+6.850%,
8.85%, 4/15/2029 (m)
|
|
|
2,070,000
|
|
|
|
5,955,627
|
|
|
THL Credit Wind River 2014-2 CLO,
Series 2014-2A,
Class SUB
0.00%, 1/15/2031 (m)(n)
|
|
|
2,054,691
|
|
|
|
1,500,000
|
|
|
Valhalla CLO, Ltd., Series 2004-1A
%, 8/1/2020
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Collateralized Loan Obligations
(Cost $55,170,978)
|
|
|
38,144,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sovereign Bond - 1.9%
|
|
|
|
|
|
|
36,835,000
|
|
|
Argentine Republic Government International Bond,
3.75%, 12/31/38 (a)
|
|
|
18,083,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sovereign Bonds
(Cost $22,461,215)
|
|
|
18,083,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Value ($)
|
|
|
|
|
|
|
Master Limited Partnership - 1.5%
|
|
|
|
|
|
|
|
|
ENERGY - 1.5%
|
|
|
|
1,114,600
|
|
|
Energy Transfer LP (a)
|
|
|
14,300,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Master Limited Partnerships
(Cost $15,594,221)
|
|
|
14,300,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate Bonds & Notes - 0.3%
|
|
|
|
|
|
|
|
|
COMMUNICATION SERVICES - 0.0%
|
|
|
|
26,148
|
|
|
iHeartCommunications, Inc.
6.38%, 05/01/26 (a)
|
|
|
28,420
|
|
|
|
49,013
|
|
|
8.38%, 05/01/27 (a)
|
|
|
54,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ENERGY - 0.2%
|
|
|
|
18,439,000
|
|
|
Ocean Rig UDW, Inc.
7.25%, 04/01/19 (c)(d)(k)
|
|
|
1,272,291
|
|
|
|
681
|
|
|
Sable Permian Resources Land
7.38%, 11/01/21
|
|
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,272,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE - 0.1%
|
|
|
|
2,000,000
|
|
|
CBL & Associates
5.95%, 12/15/26 (a)
|
|
|
1,204,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UTILITIES - 0.0%
|
|
|
|
24,000,000
|
|
|
Texas Competitive Electric Holdings Co., LLC
10.25%, 11/01/49 (k)
|
|
|
115,200
|
|
|
|
5,000,000
|
|
|
11.50%, 10/01/20 (k)(l)
|
|
|
16,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Corporate Bonds & Notes
(Cost $17,673,814)
|
|
|
2,691,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange-Traded Fund - 0.3%
|
|
|
|
|
|
|
28,900
|
|
|
Direxion Daily Financial Bull 3X Shares (a)
|
|
|
2,735,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Exchange-Traded Funds
(Cost $2,105,241)
|
|
|
2,735,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants - 0.2%
|
|
|
|
|
|
ENERGY - 0.0%
|
|
|
|
4,071
|
|
|
Arch Coal, Inc., Expires 10/08/2023 (a)(b)
|
|
|
123,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDUSTRIALS - 0.2%
|
|
|
|
8,371,900
|
|
|
American Airlines, (b)(k)
|
|
|
1,939,769
|
|
|
|
346
|
|
|
Omnimax Holdings, Inc., Expires 12/31/2049 (b)(c)(d)(e)
|
|
|
1,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,940,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INFORMATION TECHNOLOGY - 0.0%
|
|
|
|
179,322
|
|
|
Avaya Holdings, Expires 12/15/2022 (b)
|
|
|
224,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Warrants
(Cost $251,697)
|
|
|
2,288,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment Company - 0.2%
|
|
|
|
107,168
|
|
|
Dividend and Income Fund, Class Common (a)
|
|
|
1,442,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Registered Investment Companies
(Cost $1,461,842)
|
|
|
1,442,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Glossary on page 10 for abbreviations along with accompanying Notes to Financial Statements.
|
|
|
|
|
|
7
|
INVESTMENT PORTFOLIO (continued)
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
|
|
Value ($)
|
|
|
|
|
|
|
Rights - 0.2%
|
|
|
|
|
|
|
|
|
UTILITIES - 0.2%
|
|
|
|
1,618,542
|
|
|
Texas Competitive Electric Holdings Co., LLC
|
|
|
1,702,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Rights
(Cost $5,000,539)
|
|
|
1,702,706
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contracts
|
|
|
|
|
|
Purchased Call Options (b) - 0.1%
|
|
|
|
|
|
|
Total Purchased Call Options
(Cost $2,882,250)
|
|
|
1,034,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Corporate Bonds & Notes - 0.0%
|
|
|
|
|
|
NETHERLANDS - 0.0%
|
|
|
|
93,180,354
|
|
|
Celtic Pharma Phinco BV,
17.00%, (c)(d)(k)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Foreign Corporate Bonds & Notes
(Cost $62,254,526)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Bond - 0.0%
|
|
|
|
|
|
HEALTHCARE - 0.0%
|
|
|
|
350,000
|
|
|
Paratek Pharmaceuticals
4.75%, 05/01/24
|
|
|
252,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Convertible Bonds
(Cost $252,915)
|
|
|
252,875
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments - 134.3%
|
|
|
1,305,672,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $1,506,610,426)
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Common Stock - (1.1)%
|
|
|
|
|
|
ENERGY - 0.0%
|
|
|
|
(8,451)
|
|
|
ESC Seventy Seven
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INFORMATION TECHNOLOGY - (1.1)%
|
|
|
|
(70,750)
|
|
|
Texas Instruments, Inc.
|
|
|
(9,076,517
|
)
|
|
|
(13,725)
|
|
|
Zillow Group, Class A (o)
|
|
|
(627,782
|
)
|
|
|
(18,000)
|
|
|
Zillow Group, Inc., Class C (o)
|
|
|
(826,920
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,531,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Proceeds $9,688,433)
|
|
|
(10,531,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Securities Sold Short - (1.1)%
(Proceeds $9,688,433)
|
|
|
(10,531,219
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets & Liabilities, Net - (33.2)% (p)
|
|
|
(321,501,741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets - 100.0%
|
|
|
973,639,303
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
All or part of this security is pledged as collateral for short sales. The market value of the securities pledged as collateral was $196,828,783.
|
|
(b)
|
Non-income producing security.
|
|
(c)
|
Securities with a total aggregate value of $588,973,517, or 60.5% of net assets, were classified as Level 3 within the three-tier fair value
hierarchy. Please see Notes to Investment Portfolio for an explanation of this hierarchy, as well as a list of unobservable inputs used in the valuation of these instruments.
|
|
(d)
|
Represents fair value as determined by the Fund’s Board of Trustees (the “Board”), or its designee in good faith, pursuant to the
policies and procedures
|
|
|
approved by the Board. The Board 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 $588,973,517, or 60.5% of net assets, were fair valued under the Fund’s valuation procedures as of December 31, 2019. Please see Notes to Investment Portfolio.
|
|
(e)
|
Affiliated issuer. Assets with a total aggregate market value of $531,856,677, or 54.6% of net assets, were affiliated with the Fund as of
December 31, 2019.
|
|
(f)
|
There is currently no rate available.
|
|
(g)
|
Perpetual security with no stated maturity date.
|
|
(h)
|
Principal only security (“PO”). These types of securities represent the right to receive the monthly principal payments on an underlying pool
of mortgages. No payments of interest on the pool are passed through to the “principal only” holder.
|
|
(i)
|
Interest only security (“IO”). These types of securities represent the right to receive the monthly interest payments on an underlying pool of
mortgages. Payments of principal on the pool reduce the value of the “interest only” holding.
|
|
(j)
|
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 London Interbank Offered Rate (“LIBOR”) or (iii) the Certificate of Deposit rate. As of December 31, 2019, the LIBOR USD 1 Month
and LIBOR USD 3 Month rates were 2.49% and 2.60%, 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.
|
|
(k)
|
The issuer is, or is in danger of being, in default of its payment obligation.
|
|
(l)
|
Represents value held in escrow pending future events. No interest is being accrued.
|
|
(m)
|
Variable or floating rate security. The base lending rates are generally the lending rate offered by one or more European banks such as the LIBOR. The
interest rate shown reflects the rate in effect December 31, 2019. LIBOR, otherwise known as London Interbank Offered Rate, is the benchmark interest rate that banks charge each other for short-term loans. Current LIBOR rates include 1 month
which is equal to 2.49% and 3 months equal to 2.60%.
|
|
(n)
|
Variable or floating rate security, the interest rate of which adjusts periodically based on changes in current interest rates and prepayments on the
underlying pool of assets.
|
|
(o)
|
No dividend payable on security sold short.
|
|
(p)
|
As of December 31, 2019, $10,531,219 in cash was segregated or on deposit with the brokers to cover investments sold short and is included in
“Other Assets & Liabilities, Net”.
|
|
(q)
|
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 procedures
established by the Fund’s Board of Trustees. Additional Information regarding such securities follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Security
|
|
Security
Type
|
|
|
Acquisition
Date
|
|
|
Cost of
Security
|
|
|
Market Value
at Period End
|
|
|
Percent
of Net
Assets
|
|
|
Metro-Goldwyn-Mayer, Inc.
|
|
|
Common
Stocks
|
|
|
|
12/20/2010
|
|
|
$
|
13,929,926
|
|
|
$
|
23,752,078
|
|
|
|
2.45
|
%
|
|
TerreStar Corporation
|
|
|
Common
Stocks
|
|
|
|
3/16/2018
|
|
|
$
|
34,089,464
|
|
|
$
|
36,808,453
|
|
|
|
3.79
|
%
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
See Glossary on page 10 for abbreviations along with accompanying Notes to Financial Statements.
|
INVESTMENT PORTFOLIO (concluded)
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Future contracts outstanding as of December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Expiration
Date
|
|
|
Number of
Contracts
|
|
|
Notional
Value
|
|
|
Unrealized
(Depreciation)
|
|
|
Value
|
|
|
Short Futures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell 2000 Index E-MINI
|
|
|
March 2020
|
|
|
|
650
|
|
|
$
|
53,192,181
|
|
|
$
|
(1,102,319
|
)
|
|
$
|
(54,294,500
|
)
|
These are exchange
traded future contracts, therefore, a Level 1 fair value security.
Purchased option contracts outstanding as of December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Exercise
price
|
|
|
Counterparty
|
|
|
Expiration
Date
|
|
|
Number of
Contracts
|
|
|
Notional
Value
|
|
|
Cost
|
|
|
Value
|
|
|
PURCHASED CALL OPTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD/CNH Call
|
|
$
|
7.45
|
|
|
|
BNP
|
|
|
|
February 2020
|
|
|
|
300,000,000
|
|
|
$
|
2,235,000,000
|
|
|
$
|
699,000
|
|
|
$
|
40,500
|
|
|
USD/CNH Call
|
|
$
|
7.70
|
|
|
|
BNP
|
|
|
|
October 2020
|
|
|
|
200,000,000
|
|
|
$
|
1,540,000,000
|
|
|
|
1,300,000
|
|
|
|
557,600
|
|
|
USD/HKD Call
|
|
$
|
7.85
|
|
|
|
BNP
|
|
|
|
January 2020
|
|
|
|
250,000,000
|
|
|
$
|
1,962,000,000
|
|
|
|
325,000
|
|
|
|
55,000
|
|
|
USD/HKD Call
|
|
$
|
7.80
|
|
|
|
BNP
|
|
|
|
June 2020
|
|
|
|
125,000,000
|
|
|
$
|
975,000,000
|
|
|
|
558,250
|
|
|
|
381,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,882,250
|
|
|
$
|
1,034,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average amount of borrowing by the Fund on reverse repurchase agreements outstanding during the year ended December 31, 2019
was $23,523,740 at a weighted average interest rate of 3.47% for BNP Securities and $89,068,457 at a weighted average interest rate of 3.91% for Mizuho Securities.
Reverse Repurchase Agreements outstanding as of December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counterparty
|
|
Collateral Pledged
|
|
Interest
Rate
|
|
|
Trade Date
|
|
|
Maturity
Date
|
|
|
Repurchase
Amount
|
|
|
Principal
Amount
|
|
|
Value
|
|
|
BNP
|
|
Acis CLO, Ltd., Series 2014-3A, Class E, VAR 3M USD LIBOR+4.750%, 7.33%, 2/1/2026
|
|
|
3.45
|
%
|
|
|
10/15/2019
|
|
|
|
1/15/2020
|
|
|
$
|
(3,327,106
|
)
|
|
$
|
(6,000,000
|
)
|
|
$
|
(3,302,100
|
)
|
|
BNP
|
|
Acis CLO, Ltd., Series 2014-3A, Class F, VAR ICE LIBOR USD 3 Month+5.600%, 8.18%, 2/1/2026
|
|
|
3.65
|
%
|
|
|
10/15/2019
|
|
|
|
1/15/2020
|
|
|
$
|
(1,931,350
|
)
|
|
|
(5,000,000
|
)
|
|
|
(1,916,000
|
)
|
|
BNP
|
|
Argentine Republic Government International Bond, 3.75%, 12/31/38
|
|
|
2.85
|
%
|
|
|
10/9/2019
|
|
|
|
1/9/2020
|
|
|
$
|
(2,543,979
|
)
|
|
|
(8,250,000
|
)
|
|
|
(2,526,975
|
)
|
|
BNP
|
|
Argentine Republic Government International Bond, 3.75%, 12/31/38
|
|
|
2.85
|
%
|
|
|
10/15/2019
|
|
|
|
1/15/2020
|
|
|
$
|
(1,491,118
|
)
|
|
|
(4,500,000
|
)
|
|
|
(1,481,850
|
)
|
|
BNP
|
|
Argentine Republic Government International Bond, 3.75%, 12/31/38
|
|
|
2.85
|
%
|
|
|
10/15/2019
|
|
|
|
1/15/2020
|
|
|
$
|
(5,053,232
|
)
|
|
|
(15,250,000
|
)
|
|
|
(5,021,825
|
)
|
|
Mizuho
|
|
FREMF Mortgage Trust, Series 2018-KC02, Class C, 0.00%, 8/25/2025
|
|
|
3.10
|
%
|
|
|
11/1/2019
|
|
|
|
12/31/2019
|
|
|
$
|
(38,588,348
|
)
|
|
|
(76,080,350
|
)
|
|
|
(38,390,000
|
)
|
|
Mizuho
|
|
FREMF Mortgage Trust, Series 2018-K80, Class D, 0.00%, 8/25/2028
|
|
|
3.10
|
%
|
|
|
11/1/2019
|
|
|
|
12/31/2019
|
|
|
$
|
(35,792,980
|
)
|
|
|
(96,360,500
|
)
|
|
|
(35,609,000
|
)
|
|
Mizuho
|
|
FREMF Mortgage Trust, Series 2018-KF72, Class C, 0.10%, 11/25/2026
|
|
|
3.10
|
%
|
|
|
11/1/2019
|
|
|
|
12/31/2019
|
|
|
$
|
(9,630,502
|
)
|
|
|
(45,871,176
|
)
|
|
|
(9,581,000
|
)
|
|
Mizuho
|
|
FREMF Mortgage Trust, Series 2019-K97, Class D, 0.00%, 1/25/2030
|
|
|
3.21
|
%
|
|
|
12/20/2019
|
|
|
|
3/20/2020
|
|
|
$
|
(18,902,141
|
)
|
|
|
(55,096,698
|
)
|
|
|
(18,750,000
|
)
|
|
Mizuho
|
|
FREMF Mortgage Trust, Series 2019-K97, Class X2A, 0.01%, 7/25/2029
|
|
|
3.21
|
%
|
|
|
12/20/2019
|
|
|
|
3/20/2020
|
|
|
$
|
(3,483,034
|
)
|
|
|
(598,712,500
|
)
|
|
|
(3,455,000
|
)
|
|
Mizuho
|
|
FREMF Mortgage Trust, Series 2019-K97, Class X2B, 0.01%, 1/25/2030
|
|
|
3.21
|
%
|
|
|
12/20/2019
|
|
|
|
3/20/2020
|
|
|
$
|
(770,199
|
)
|
|
|
(135,904,199
|
)
|
|
|
(764,000
|
)
|
|
Mizuho
|
|
FREMF Trust Series 2018-KW04, Class C,
0.00%, 12/25/2032
|
|
|
3.44
|
%
|
|
|
11/27/2019
|
|
|
|
12/31/2019
|
|
|
$
|
(18,763,764
|
)
|
|
|
(25,000,000
|
)
|
|
|
(18,703,000
|
)
|
|
BNP
|
|
Jamestown CLO IX, Series 2019-9A, Class C2R,
VAR ICE LIBOR USD 3 Month+4.100%,
6.38%, 10/20/2028
|
|
|
2.80
|
%
|
|
|
12/30/2019
|
|
|
|
1/29/2020
|
|
|
$
|
(4,117,172
|
)
|
|
|
(5,100,000
|
)
|
|
|
(4,116,210
|
)
|
|
BNP
|
|
Jamestown CLO IX, Series 2019-9A, Class DR,
VAR ICE LIBOR USD 3 Month+6.940%,
9.22%, 10/20/2028
|
|
|
3.25
|
%
|
|
|
12/30/2019
|
|
|
|
1/29/2020
|
|
|
$
|
(4,324,173
|
)
|
|
|
(6,000,000
|
)
|
|
|
(4,323,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Reverse Repurchase Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(147,939,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Glossary on page 10 for abbreviations along with accompanying Notes to Financial Statements.
|
|
|
|
|
|
9
|
GLOSSARY: (abbreviations that may be used in the preceding statements)
|
|
|
|
|
Currency Abbreviations:
|
|
USD
|
|
United States Dollar
|
|
|
|
|
|
Glossary:
|
|
ADR
|
|
American Depositary Receipt
|
|
CDO
|
|
Collateralized Debt Obligation
|
|
CLO
|
|
Collateralized Loan Obligation
|
|
ETF
|
|
Exchange-Traded Fund
|
|
PIK
|
|
Payment-in-Kind
|
|
REIT
|
|
Real Estate Investment Trust
|
STATEMENT OF ASSETS AND LIABILITIES
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
($)
|
|
|
Assets
|
|
|
|
|
|
Investments, at value
|
|
|
773,815,585
|
|
|
Affiliated investments, at value (Note 11)
|
|
|
531,856,677
|
|
|
|
|
|
|
|
|
Total Investments, at value
|
|
|
1,305,672,263
|
|
|
Cash and cash equivalents
|
|
|
329,810
|
|
|
Restricted Cash — Securities Sold Short, written options, and reverse repurchase agreements (Note 2)
|
|
|
17,878,647
|
|
|
Restricted Cash — Futures (Note 2)
|
|
|
2,145,000
|
|
|
Foreign tax reclaim receivable
|
|
|
559
|
|
|
Receivable for:
|
|
|
|
|
|
Investment sold
|
|
|
21,416,675
|
|
|
Dividends and Interest
|
|
|
4,459,592
|
|
|
Fund shares sold
|
|
|
461,168
|
|
|
Variation margin on Futures contracts
|
|
|
380,998
|
|
|
Due from broker
|
|
|
68,105
|
|
|
Prepaid expenses and other assets
|
|
|
195,977
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
1,353,008,794
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
Line of credit (Note 6)
|
|
|
180,437,786
|
|
|
Due to custodian
|
|
|
8,190,737
|
|
|
Securities sold short, at value (Notes 2 and 8)
|
|
|
10,531,219
|
|
|
Reverse repurchase agreements (Note 3)
|
|
|
147,939,960
|
|
|
|
|
|
Payable for:
|
|
|
|
|
|
Due to broker
|
|
|
23,620,254
|
|
|
Investments purchased
|
|
|
5,132,663
|
|
|
Investment advisory and administration fees (Note 8)
|
|
|
1,318,265
|
|
|
Audit fees
|
|
|
319,495
|
|
|
Interest expense and commitment fee (Note 6)
|
|
|
1,482,260
|
|
|
Accounting services fees
|
|
|
151,612
|
|
|
Variation margin
|
|
|
71,500
|
|
|
Trustees fees
|
|
|
4,988
|
|
|
Accrued expenses and other liabilities
|
|
|
168,752
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
379,369,491
|
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Shares
|
|
|
973,639,303
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets Consist of:
|
|
|
|
|
|
Paid-in capital in excess of par
|
|
|
1,228,988,136
|
|
|
Total distributable loss
|
|
|
(255,348,833
|
)
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Shares
|
|
|
973,639,303
|
|
|
|
|
|
|
|
|
Investments, at cost
|
|
|
1,506,610,426
|
|
|
Proceeds from securities sold short
|
|
|
9,688,433
|
|
|
|
|
|
Common Shares
|
|
|
|
|
|
Net assets
|
|
|
973,639,303
|
|
|
Shares outstanding (unlimited authorization)
|
|
|
45,851,224
|
|
|
Net asset value per share ( Net assets/shares outstanding)
|
|
|
21.23
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements.
|
|
|
|
|
|
11
|
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
($)
|
|
|
Investment Income:
|
|
|
|
|
|
Income:
|
|
|
|
|
|
Dividends from unaffiliated issuers
|
|
|
29,056,991
|
|
|
Dividends from affiliated issuers (Note 11)
|
|
|
13,242,635
|
|
|
Less: Foreign taxes withheld
|
|
|
(14,511
|
)
|
|
Securities lending income (Note 4)
|
|
|
1,227
|
|
|
Interest from affiliated issuers (Note 11)
|
|
|
3,358,198
|
|
|
Interest from unaffiliated issuers
|
|
|
9,503,126
|
|
|
|
|
|
|
|
|
Total income
|
|
|
55,147,666
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
Investment advisory (Note 8)
|
|
|
11,725,448
|
|
|
Administration fees (Note 8)
|
|
|
2,352,124
|
|
|
Interest expense and commitment fees (Note 6)
|
|
|
10,935,851
|
|
|
Legal fees
|
|
|
887,609
|
|
|
Accounting service fee
|
|
|
630,104
|
|
|
Audit and tax preparation fees
|
|
|
549,737
|
|
|
Custodian fees
|
|
|
423,212
|
|
|
Reports to shareholders
|
|
|
373,529
|
|
|
Transfer agent fees
|
|
|
239,203
|
|
|
Dividends and fees on securities sold short (Note 2)
|
|
|
187,964
|
|
|
Trustees fees (Note 8)
|
|
|
153,643
|
|
|
Insurance
|
|
|
108,278
|
|
|
Pricing fees
|
|
|
81,625
|
|
|
Tax Expense
|
|
|
21,601
|
|
|
Other
|
|
|
454,361
|
|
|
|
|
|
|
|
|
Total operating expenses before waiver and reimbursement
|
|
|
29,124,289
|
|
|
Less: Expenses waived or borne by the adviser and administrator
|
|
|
(93,000
|
)
|
|
Net operating expenses
|
|
|
29,031,289
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
26,116,377
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gain (loss) on Investments
|
|
|
|
|
|
Realized Gain (Loss) on:
|
|
|
|
|
|
Investments from unaffiliated issuers
|
|
|
(4,138,749
|
)
|
|
Investments in affiliated issuers
|
|
|
(45
|
)
|
|
Securities sold short (Note 2)
|
|
|
2,147,995
|
|
|
Written options contracts (Note 3)
|
|
|
8,139,241
|
|
|
Futures contracts (Note 3)
|
|
|
(3,305,751
|
)
|
|
Foreign currency related transactions
|
|
|
(3,230,759
|
)
|
|
|
|
|
Net Change in Unrealized Appreciation (Depreciation) on:
|
|
|
|
|
|
Investments from unaffiliated issuers
|
|
|
24,715,793
|
|
|
Investments in affiliated issuers (Note 11)
|
|
|
15,764,375
|
|
|
Securities sold short (Note 2)
|
|
|
(1,614,388
|
)
|
|
Futures contracts (Note 3)
|
|
|
(1,102,319
|
)
|
|
Foreign currency related translations
|
|
|
2,289,377
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
39,664,770
|
|
|
|
|
|
|
|
|
Total increase in net assets resulting from operations
|
|
|
65,781,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
See accompanying Notes to Financial Statements.
|
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2019
($)
|
|
|
Year Ended
December 31, 2018
($)
|
|
|
Increase (Decrease) in Net Assets Operations:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
26,116,377
|
|
|
|
21,282,563
|
|
|
Accumulated net realized gain (loss) on investments, securities sold short, written options, futures contracts and foreign currency
transactions
|
|
|
(388,068
|
)
|
|
|
42,976,190
|
|
|
Net change in unrealized appreciation (depreciation) on investments, securities sold short, written options contracts and translation of
assets and liabilities denominated in foreign currency
|
|
|
40,052,838
|
|
|
|
(24,438,780
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net increase from operations
|
|
|
65,781,147
|
|
|
|
39,819,973
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions Declared to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
|
(15,494,304
|
)
|
|
|
(21,840,799
|
)
|
|
Return of capital:
|
|
|
(81,197,706
|
)
|
|
|
(46,180,632
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions declared to common shareholders:
|
|
|
(96,692,010
|
)
|
|
|
(68,021,431
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in net assets from operations and distributions
|
|
|
(30,910,863
|
)
|
|
|
(28,201,458
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Share transactions:
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of shares (Note 12)
|
|
|
237,277,987
|
|
|
|
201,766,602
|
|
|
Value of distributions reinvested
|
|
|
4,960,710
|
|
|
|
1,837,035
|
|
|
Shares repurchased of closed-end fund (Note 1)
|
|
|
(5,399,704
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase from shares transactions
|
|
|
236,838,993
|
|
|
|
203,603,637
|
|
|
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
205,928,130
|
|
|
|
175,402,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
767,711,173
|
|
|
|
592,308,994
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
973,639,303
|
|
|
|
767,711,173
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Common Shares
|
|
|
|
|
|
|
|
|
|
Issued for distribution reinvested
|
|
|
264,738
|
|
|
|
81,157
|
|
|
Shares issued in rights offering (Note 12)
|
|
|
13,498,570
|
|
|
|
9,494,823
|
|
|
Shares redeemed (Note 1)
|
|
|
(254,500
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in common shares
|
|
|
13,508,808
|
|
|
|
9,575,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements.
|
|
|
|
|
|
13
|
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
($)
|
|
|
Cash Flows Provided by Operating Activities:
|
|
|
|
|
|
Net increase in net assets derived from investment operations
|
|
|
65,781,147
|
|
|
|
|
|
Adjustments to reconcile net investment loss to net cash provided by operating activities:
|
|
|
|
|
|
Purchases of investment securities from unaffiliated issuers
|
|
|
(404,202,413
|
)
|
|
Purchases of investment securities from affiliated issuers
|
|
|
(174,759,399
|
)
|
|
Proceeds from disposition of investment securities from unaffiliated issuers
|
|
|
306,994,637
|
|
|
Proceeds from disposition of investment securities from affiliated issuers
|
|
|
42,320,639
|
|
|
Purchases of securities sold short
|
|
|
(8,960,820
|
)
|
|
Proceeds of securities sold short
|
|
|
17,307,226
|
|
|
Net proceeds received on written options contracts
|
|
|
234,450
|
|
|
Amortization of premiums
|
|
|
(716,548
|
)
|
|
Net realized loss on investments from unaffiliated issuers
|
|
|
4,138,749
|
|
|
Net realized loss on investments from affiliated issuers
|
|
|
45
|
|
|
Net realized loss on securities sold short, written options contracts and foreign currency transactions
|
|
|
(6,981,485
|
)
|
|
Net change in unrealized appreciation/(depreciation) on investments, unaffiliated investments, securities sold short, swap contracts,
written options contracts and translation on assets and liabilities denominated in foreign currency
|
|
|
(17,561,055
|
)
|
|
Net change in unrealized appreciation/(depreciation) on affiliated investments
|
|
|
(15,764,375
|
)
|
|
Increase in receivable for investments sold
|
|
|
(20,442,193
|
)
|
|
Increase in receivable for dividends and interest
|
|
|
(2,273,250
|
)
|
|
Increase in due from broker
|
|
|
(68,105
|
)
|
|
Increase in foreign tax reclaim recievable
|
|
|
(559
|
)
|
|
Increase in prepaid expenses and other assets
|
|
|
(142,776
|
)
|
|
Increase in receivable for variation margin
|
|
|
(343,660
|
)
|
|
Increase in due to broker
|
|
|
6,770,623
|
|
|
Increase in payable for variation margin
|
|
|
71,500
|
|
|
Increase in payable for investments purchased
|
|
|
2,936,132
|
|
|
Increase in payable for accounting services
|
|
|
151,612
|
|
|
Increase in payables to related parties
|
|
|
296,355
|
|
|
Decrease in payable for distribution and shareholder service fees
|
|
|
(6,468,216
|
)
|
|
Increase in payable for commitment fees
|
|
|
734,639
|
|
|
Decrease in accrued expenses and other liabilities
|
|
|
(47,892
|
)
|
|
|
|
|
|
|
|
Net cash flow used in operating activities
|
|
|
(210,994,992
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash Flows Received from (Used in) Financing Activities:
|
|
|
|
|
|
Increase in due to custodian
|
|
|
336,431
|
|
|
Increase in notes payable
|
|
|
34,924,807
|
|
|
Proceeds from repo’s
|
|
|
53,944,960
|
|
|
Distributions paid in cash
|
|
|
(91,731,300
|
)
|
|
Payments on shares redeemed
|
|
|
(5,399,704
|
)
|
|
Proceeds from shares sold
|
|
|
236,816,819
|
|
|
|
|
|
|
|
|
Net cash flow provided by financing activities
|
|
|
228,892,013
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(941,382
|
)
|
|
Net increase in cash
|
|
|
16,955,639
|
|
|
|
|
|
|
|
|
|
|
|
Cash, Cash Equivalents and Restricted Cash:
|
|
|
|
|
|
Beginning of period
|
|
|
3,397,818
|
|
|
End of period
|
|
|
20,353,457
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
Reinvestment of distributions
|
|
|
4,960,710
|
|
|
Cash paid during the period for interest expense and commitment fees
|
|
|
(10,201,212
|
)
|
|
*
|
Restricted cash consists of cash that has been segregated to cover the Portfolio’s collateral or margin obligations under derivative contracts. It
is separately reported on the Statement of Assets and Liabilities as Restricted Cash — Written Options.
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
See accompanying Notes to Financial Statements.
|
FINANCIAL HIGHLIGHTS
|
|
|
|
|
|
|
|
|
|
NexPoint Strategic Opportunities Fund
|
Selected data for a share outstanding throughout each period is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015*
|
|
|
|
|
|
|
|
|
|
Net Asset Value, Beginning of Year
|
|
$
|
23.74
|
|
|
$
|
26.02
|
|
|
$
|
25.89
|
|
|
$
|
22.92
|
|
|
$
|
53.92
|
|
|
|
|
|
|
|
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income(a)
|
|
|
0.65
|
|
|
|
0.75
|
|
|
|
0.93
|
|
|
|
4.08
|
|
|
|
8.75
|
(b)
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
0.97
|
|
|
|
0.83
|
|
|
|
2.88
|
|
|
|
1.69
|
|
|
|
(16.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total from Investment Operations
|
|
|
1.62
|
|
|
|
1.58
|
|
|
|
3.81
|
|
|
|
5.77
|
|
|
|
(7.33
|
)
|
|
|
|
|
|
|
|
|
Less Distributions Declared to Common Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.38
|
)
|
|
|
(0.77
|
)
|
|
|
(2.39
|
)
|
|
|
(2.80
|
)
|
|
|
(2.88
|
)
|
|
|
|
|
|
|
|
|
From return of capital
|
|
|
(2.02
|
)
|
|
|
(1.63
|
)
|
|
|
(0.01
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
From spin-off(d)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(20.79
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions declared to Common Shareholders
|
|
|
(2.40
|
)
|
|
|
(2.40
|
)
|
|
|
(2.40
|
)
|
|
|
(2.80
|
)
|
|
|
(23.67
|
)
|
|
|
|
|
|
|
|
|
Issuance of Common
Shares(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued
|
|
|
(1.73
|
)
|
|
|
(1.46
|
)
|
|
|
(1.28
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, End of
year(b)
|
|
$
|
21.23
|
|
|
$
|
23.74
|
|
|
$
|
26.02
|
|
|
$
|
25.89
|
|
|
$
|
22.92
|
|
|
|
|
|
|
|
|
|
Market Value, End of year
|
|
$
|
17.71
|
|
|
$
|
19.93
|
|
|
$
|
25.29
|
|
|
$
|
22.77
|
|
|
$
|
20.44
|
|
|
|
|
|
|
|
|
|
Market Value Total Return(f)
|
|
|
4.76
|
%
|
|
|
(8.93
|
)%
|
|
|
27.31
|
%
|
|
|
27.69
|
%
|
|
|
(18.09
|
)%
|
|
|
|
|
|
|
|
|
Ratios to Average Net Assets / Supplemental Data(d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets, End of Period (000’s)
|
|
$
|
973,639
|
|
|
$
|
767,711
|
|
|
$
|
592,309
|
|
|
$
|
414,800
|
|
|
$
|
366,078
|
|
|
|
|
|
|
|
|
|
Common Shares Information at End of Period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios based on average net assets of Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross operating
expenses(g)
|
|
|
3.25
|
%
|
|
|
2.65
|
%
|
|
|
2.58
|
%
|
|
|
3.12
|
%
|
|
|
3.43
|
%
|
|
|
|
|
|
|
|
|
Net investment gain
|
|
|
2.91
|
%
|
|
|
3.02
|
%
|
|
|
3.69
|
%
|
|
|
17.34
|
%
|
|
|
24.23
|
%(h)
|
|
|
|
|
|
|
Ratios based on average Managed Assets (as defined in Notes 8) of Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross operating
expenses(g)
|
|
|
2.48
|
%
|
|
|
2.14
|
%
|
|
|
2.21
|
%
|
|
|
2.17
|
%
|
|
|
2.23
|
%
|
|
|
|
|
|
|
|
|
Net investment gain
|
|
|
2.23
|
%
|
|
|
2.44
|
%
|
|
|
3.16
|
%
|
|
|
12.05
|
%
|
|
|
15.79
|
%(i)
|
|
|
|
|
|
|
|
|
Portfolio turnover
rate(j)
|
|
|
63
|
%
|
|
|
48
|
%
|
|
|
36
|
%
|
|
|
41
|
%
|
|
|
31
|
%
|
|
|
|
|
|
|
|
|
Average commission rate paid(k)
|
|
$
|
0.0029
|
|
|
$
|
0.0263
|
|
|
$
|
0.0286
|
|
|
$
|
0.0294
|
|
|
$
|
0.0223
|
|
|
*
|
Per share data prior to October 6, 2015 has been adjusted to give effect to a 4 to 1 reverse stock split.
|
|
(a)
|
Net investment income (loss) per share was calculated using average shares outstanding during the period.
|
|
(b)
|
Includes non-recurring dividend from NexPoint REIT.
|
|
(d)
|
On April 1, 2015, the Fund completed a spinoff transaction whereby shares of NexPoint Residential Trust, Inc. were distributed to shareholders in a
pro-rata taxable distribution.
|
|
(e)
|
Shares issued at a discount to NAV. The per share impact was derived by computing (A) the number of shares issued times (B) the difference
between the net proceeds per share and NAV divided by (C) the total shares outstanding following the share issuance.
|
|
(f)
|
Based on market value per share. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the
Fund’s Dividend Reinvestment Plan.
|
|
(g)
|
Supplemental expense ratios are shown below:
|
|
(h)
|
Net investment income (excluding non-recurring dividend from NexPoint REIT) was 9.76%
|
|
(i)
|
Net investment income (excluding non-recurring dividend from NexPoint REIT) was 6.36%
|
|
(j)
|
Excludes in-kind activity
|
|
(k)
|
Represents the total dollar amount of commissions paid on portfolio transactions divided by total number of portfolio shares purchased and sold for
which commissions were charged
|
|
|
|
|
|
|
|
|
|
See accompanying Notes to Financial Statements.
|
|
|
|
|
|
15
|
FINANCIAL HIGHLIGHTS
|
|
|
|
|
|
|
|
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
Ratios based on average net assets of Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating expenses (net of waiver/reimbursement, if applicable, but gross of all other operating expenses)
|
|
|
3.25
|
%
|
|
|
2.65
|
%
|
|
|
2.58
|
%
|
|
|
3.12
|
%
|
|
|
3.43
|
%
|
|
|
|
|
|
|
|
|
Interest expense and commitment fees
|
|
|
1.22
|
%
|
|
|
0.90
|
%
|
|
|
0.69
|
%
|
|
|
0.93
|
%
|
|
|
0.71
|
%
|
|
|
|
|
|
|
|
|
Dividends and fees on securities sold short
|
|
|
—
|
|
|
|
—
|
(c)
|
|
|
—
|
(c)
|
|
|
0.07
|
%
|
|
|
0.24
|
%
|
|
|
|
|
|
|
|
|
Ratios based on average Managed Assets of Common Shares;
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating expenses (net of waiver/reimbursement, if applicable, but gross of all other operating expenses)
|
|
|
2.48
|
%
|
|
|
2.14
|
%
|
|
|
2.21
|
%
|
|
|
2.17
|
%
|
|
|
2.23
|
%
|
|
|
|
|
|
|
|
|
Interest expense and commitment fee
|
|
|
0.93
|
%
|
|
|
0.73
|
%
|
|
|
0.59
|
%
|
|
|
6.50
|
%
|
|
|
4.60
|
%
|
|
|
|
|
|
|
|
|
Dividends and fees on securities sold short
|
|
|
—
|
|
|
|
—
|
(c)
|
|
|
—
|
(c)
|
|
|
0.05
|
%
|
|
|
0.15
|
%
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
See accompanying Notes to Financial Statements.
|
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Note 1. Organization
NexPoint Strategic Opportunities Fund (the “Fund”) is a Delaware statutory trust and is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Company Act
of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. This report includes information for the year ended
December 31, 2019. The Fund trades on the New York Stock Exchange (“NYSE”) under the ticker symbol NHF. The Fund may issue an unlimited number of common shares, par value $0.001 per share (“Common Shares”). The Fund
commenced operations on June 29, 2006. NexPoint Advisors, L.P. (“NexPoint” or “the Investment Adviser”), an affiliate of Highland Capital Management Fund Advisors, L.P. (“HCMFA”), is the investment adviser and
administrator to the Fund.
On October 25, 2019, the Board of the Fund authorized the repurchase of up to $25 million of the Fund’s shares
over a six-month period. Under this program, the Fund repurchased 254,500 shares through December 2019. Upon retirement of the repurchased shares, the net asset value (“NAV”) was $13.5mm, or $21.22
per share.
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 applies the accounting and reporting guidance of
Accounting Standards Codification Topic 946 applicable to investment companies. The Fund’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”),
which require 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 revenue and expenses 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.
Fund Valuation
The NAV of the Fund’s common shares is
calculated daily on each day that the NYSE is open for business as of the close of the regular trading session on the NYSE, usually 4:00 PM, Eastern Time. The NAV is calculated by dividing the value of the Fund’s net assets attributable to
common shares by the numbers of common shares outstanding.
Valuation of Investments
In computing the Fund’s net assets attributable to its common 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 adopted by the Fund’s Board of Trustees (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
Fund’s 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 which have been approved by the Board.
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 Fund’s NAV, will be valued by the Fund at fair value, as determined by the Board or its designee in good faith in accordance with procedures 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 Fund’s NAV will reflect the affected portfolio securities’ fair value as determined in the judgment of
the Board or its designee 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 security’s 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 Fund’s 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 Fund’s financial
statements may vary from the NAV published by
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
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 Fund’s 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 investment’s
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 Fund’s 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 December 31, 2019, the Fund’s investments consisted of senior loans, asset-backed securities, corporate bonds and notes, foreign bonds, sovereign
bonds, common stocks, preferred stocks, exchange-traded funds, warrants, LLC Interests, MLPs, Purchased Options, and securities sold short. The fair value of the Fund’s 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 Fund’s common stocks, preferred stocks, exchange-traded funds, 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. The Fund’s real estate investments include equity interests in limited liability companies and equity issued by Real Estate Investment Trusts (“REITs”) that
invest in commercial real estate. The fair value of real estate investments that are not actively traded on national exchanges are based on internal models developed by the Investment Adviser. The significant inputs to the models include cash flow
projections for the underlying properties, capitalization rates and appraisals performed by independent valuation firms. These inputs are not readily observable, and the Fund has classified the investments as Level 3 assets. 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
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
do not have a readily available market value, the fair value of the Fund’s 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 less liquid than publicly traded
securities.
The inputs or methodology used for valuing
securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out of the levels are recognized at the value at the end of the period.
A summary of the inputs used to value the Fund’s assets as of December 31, 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total value at
December 31, 2019
|
|
|
Level 1
Quoted
Price
|
|
|
Level 2
Significant
Observable
Inputs
|
|
|
Level 3
Significant
Unobservable
Inputs
|
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals
|
|
$
|
96,707
|
|
|
$
|
96,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Communication Services
|
|
|
60,560,531
|
|
|
|
—
|
|
|
|
23,752,078
|
|
|
|
36,808,453
|
|
|
Consumer Discretionary
|
|
|
8,211,861
|
|
|
|
8,211,861
|
|
|
|
—
|
|
|
|
—
|
|
|
Energy
|
|
|
31,907,000
|
|
|
|
24,471,830
|
|
|
|
7,435,170
|
|
|
|
—
|
|
|
Financial
|
|
|
48,935,133
|
|
|
|
3,524,766
|
|
|
|
10,000,005
|
|
|
|
35,410,362
|
|
|
Gaming/Leisure
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Healthcare
|
|
|
17,215,749
|
|
|
|
17,215,749
|
|
|
|
—
|
|
|
|
—
|
|
|
Housing
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Industrials
|
|
|
5,994,707
|
|
|
|
4,584,507
|
|
|
|
1,410,200
|
|
|
|
—
|
|
|
Information Technology
|
|
|
15,147,631
|
|
|
|
15,147,631
|
|
|
|
—
|
|
|
|
—
|
|
|
Materials
|
|
|
1,958,125
|
|
|
|
138,920
|
|
|
|
1,784,375
|
|
|
|
34,830
|
|
|
Media and Telecommunications
|
|
|
443,495
|
|
|
|
443,495
|
|
|
|
—
|
|
|
|
—
|
|
|
Metals & Minerals
|
|
|
2,130,168
|
|
|
|
2,130,168
|
|
|
|
—
|
|
|
|
—
|
|
|
Pharmaceuticals
|
|
|
27,459,920
|
|
|
|
27,459,920
|
|
|
|
—
|
|
|
|
—
|
|
|
Real Estate
|
|
|
114,062,514
|
|
|
|
79,995,841
|
|
|
|
—
|
|
|
|
34,066,673
|
|
|
Real Estate Investment Trust
|
|
|
255,016,729
|
|
|
|
17,033,850
|
|
|
|
—
|
|
|
|
237,982,879
|
|
|
Utilities
|
|
|
22,566,337
|
|
|
|
22,566,337
|
|
|
|
—
|
|
|
|
—
|
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
153,270,343
|
|
|
|
—
|
|
|
|
153,270,343
|
|
|
|
—
|
|
|
Real Estate
|
|
|
21,430,783
|
|
|
|
—
|
|
|
|
—
|
|
|
|
21,430,783
|
|
|
Real Estate Investment Trust
|
|
|
118,093,571
|
|
|
|
—
|
|
|
|
8,815,659
|
|
|
|
109,277,912
|
|
|
Agency Collateralized Mortgage Obligations
|
|
|
206,150,678
|
|
|
|
—
|
|
|
|
206,150,678
|
|
|
|
—
|
|
|
LLC Interest
|
|
|
73,986,897
|
|
|
|
—
|
|
|
|
—
|
|
|
|
73,986,897
|
|
|
U.S. Senior Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services
|
|
|
22,696,095
|
|
|
|
—
|
|
|
|
76,906
|
|
|
|
22,619,189
|
|
|
Gaming/Leisure
|
|
|
9,389,339
|
|
|
|
—
|
|
|
|
—
|
|
|
|
9,389,339
|
|
|
Metals & Minerals
|
|
|
6,188,652
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,188,652
|
|
|
Utilities
|
|
|
83,096
|
|
|
|
—
|
|
|
|
83,096
|
|
|
|
—
|
|
|
Collateralized Loan Obligations
|
|
|
38,144,817
|
|
|
|
—
|
|
|
|
37,640,638
|
|
|
|
504,179
|
|
|
Sovereign Bonds
|
|
|
18,083,959
|
|
|
|
—
|
|
|
|
18,083,959
|
|
|
|
—
|
|
|
Master Limited Partnerships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy
|
|
|
14,300,318
|
|
|
|
14,300,318
|
|
|
|
—
|
|
|
|
—
|
|
|
Corporate Bonds & Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communication Services
|
|
|
82,670
|
|
|
|
—
|
|
|
|
82,670
|
|
|
|
—
|
|
|
Energy
|
|
|
1,272,437
|
|
|
|
—
|
|
|
|
146
|
|
|
|
1,272,291
|
|
|
Real Estate
|
|
|
1,204,645
|
|
|
|
—
|
|
|
|
1,204,645
|
|
|
|
—
|
|
|
Utilities
|
|
|
131,450
|
|
|
|
—
|
|
|
|
131,450
|
|
|
|
—
|
|
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total value at
December 31, 2019
|
|
|
Level 1
Quoted
Price
|
|
|
Level 2
Significant
Observable
Inputs
|
|
|
Level 3
Significant
Unobservable
Inputs
|
|
|
Exchange Traded Funds
|
|
$
|
2,735,096
|
|
|
$
|
2,735,096
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy
|
|
|
123,148
|
|
|
|
123,148
|
|
|
|
—
|
|
|
|
—
|
|
|
Industrials
|
|
|
1,940,847
|
|
|
|
—
|
|
|
|
1,939,769
|
|
|
|
1,078
|
|
|
Information Technology
|
|
|
224,153
|
|
|
|
224,153
|
|
|
|
—
|
|
|
|
—
|
|
|
Registered Investment Companies
|
|
|
1,442,481
|
|
|
|
1,442,481
|
|
|
|
—
|
|
|
|
—
|
|
|
Rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities
|
|
|
1,702,706
|
|
|
|
—
|
|
|
|
1,702,706
|
|
|
|
—
|
|
|
Purchased Call Options
|
|
|
1,034,600
|
|
|
|
|
|
|
|
1,034,600
|
|
|
|
—
|
|
|
Convertible Bonds
|
|
|
252,875
|
|
|
|
—
|
|
|
|
252,875
|
|
|
|
—
|
|
|
Foreign Corporate Bonds & Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthcare(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Netherlands(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
1,305,672,263
|
|
|
|
241,846,778
|
|
|
|
474,851,968
|
|
|
|
588,973,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Sold Short
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Information Technology
|
|
|
(10,531,219
|
)
|
|
|
(10,531,219
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
(10,531,219
|
)
|
|
|
(10,531,219
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,295,141,044
|
|
|
$
|
231,315,559
|
|
|
$
|
474,851,968
|
|
|
$
|
588,973,517
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This category includes securities with a value of zero.
|
|
(2)
|
See Investment Portfolio detail for industry breakout.
|
The table below sets forth a summary of changes in the Fund’s Level 3 assets (assets measured at fair value using significant unobservable inputs) for the year ended December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of
12/31/18
|
|
|
Transfers
into
Level 3
|
|
|
Transfers
Out
of Level 3
|
|
|
Net
Amortization/
(Accretion)
of Premium/
(Discount)
|
|
|
Net
Realized
Gains/
(Losses)
|
|
|
Net
Unrealized
Gains/
(Losses)
|
|
|
Net
Purchase
|
|
|
Net
(Sales)
|
|
|
Distribution
to Return
Capital
|
|
|
Balance
as of
12/31/19
|
|
|
Change in
Unrealized
|
|
|
U.S. Senior Loan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals
|
|
$
|
2,124,595
|
|
|
|
|
|
|
|
|
|
|
$
|
(43,335
|
)
|
|
$
|
31,001
|
|
|
$
|
80,450
|
|
|
$
|
—
|
|
|
$
|
(2,192,712
|
)
|
|
|
|
|
|
$
|
—
|
|
|
$
|
167,789
|
|
|
Gaming/Leisure
|
|
|
7,741,953
|
|
|
|
|
|
|
|
|
|
|
|
231,713
|
|
|
|
(48,563
|
)
|
|
|
1,464,236
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
9,389,339
|
|
|
|
1,229,841
|
|
|
Metals & Minerals
|
|
|
6,397,453
|
|
|
|
|
|
|
|
|
|
|
|
295,016
|
|
|
|
—
|
|
|
|
(1,447,588
|
)
|
|
|
943,771
|
|
|
|
—
|
|
|
|
|
|
|
|
6,188,652
|
|
|
|
(1,210,954
|
)
|
|
Communication Services
|
|
|
19,888,704
|
|
|
|
|
|
|
|
|
|
|
|
(2,649
|
)
|
|
|
—
|
|
|
|
2,254,390
|
|
|
|
478,898
|
|
|
|
(155
|
)
|
|
|
|
|
|
|
22,619,188
|
|
|
|
2,237,165
|
|
|
Corporate Bonds & Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy
|
|
|
1,272,291
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119,120
|
)
|
|
|
119,120
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
1,272,291
|
|
|
|
119,120
|
|
|
Warrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials
|
|
|
67,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(66,156
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
1,078
|
|
|
|
(1,003
|
)
|
|
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
19,438,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
1,992,386
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
21,430,783
|
|
|
|
1,062,322
|
|
|
Real Estate Investment Trust
|
|
|
112,214,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(9,736,358
|
)
|
|
|
6,800,000
|
|
|
|
—
|
|
|
|
|
|
|
|
109,277,912
|
|
|
|
(18,603,528
|
)
|
|
LLC Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(1,013,103
|
)
|
|
|
75,000,000
|
|
|
|
—
|
|
|
|
|
|
|
|
73,986,897
|
|
|
|
(1,013,103
|
)
|
|
Collateralized Loan Obligation
|
|
|
497,808
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34
|
|
|
|
41,726
|
|
|
|
—
|
|
|
|
(35,389
|
)
|
|
|
—
|
|
|
|
504,179
|
|
|
|
5,134
|
|
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
as of
12/31/18
|
|
|
Transfers
into
Level 3
|
|
|
Transfers
Out
of Level 3
|
|
|
Net
Amortization/
(Accretion)
of Premium/
(Discount)
|
|
|
Net
Realized
Gains/
(Losses)
|
|
|
Net
Unrealized
Gains/
(Losses)
|
|
|
Net
Purchase
|
|
|
Net
(Sales)
|
|
|
Distribution
to Return
Capital
|
|
|
Balance
as of
12/31/19
|
|
|
Change in
Unrealized
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals
|
|
$
|
350,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
(350,505
|
)
|
|
|
|
|
|
$
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
654,717
|
|
|
Communication Services
|
|
|
37,032,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(224,434
|
)
|
|
$
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
36,808,453
|
|
|
|
(145,394
|
)
|
|
Financial
|
|
|
36,945,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(5,506,796
|
)
|
|
|
5,472,005
|
|
|
|
(1,500,000
|
)
|
|
|
|
|
|
|
35,410,362
|
|
|
|
(5,083,703
|
)
|
|
Gaming/Leisure
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
0
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
0
|
|
|
|
(0
|
)
|
|
Housing
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
(955,869
|
)
|
|
Media & Telecomunications
|
|
|
241,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0
|
)
|
|
|
1,568,526
|
|
|
|
—
|
|
|
|
(1,810,258
|
)
|
|
|
|
|
|
|
—
|
|
|
|
3,137,052
|
|
|
Materials
|
|
|
2,172,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(2,137,264
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
34,830
|
|
|
|
(32,375
|
)
|
|
Real Estate
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205,352
|
|
|
|
31,955,963
|
|
|
|
2,205,354
|
|
|
|
(300,000
|
)
|
|
|
|
|
|
|
34,066,672
|
|
|
|
32,269,866
|
|
|
Real Estate Investment Trust
|
|
|
265,741,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
(34,262,137
|
)
|
|
|
45,362,450
|
|
|
|
(38,859,168
|
)
|
|
|
|
|
|
|
237,982,879
|
|
|
|
(65,932,614
|
)
|
|
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
512,126,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
480,745
|
|
|
$
|
68,705
|
|
|
$
|
(15,267,541
|
)
|
|
$
|
136,262,479
|
|
|
$
|
(44,697,682
|
)
|
|
$
|
—
|
|
|
$
|
588,973,517
|
|
|
$
|
(52,095,536
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which are based on
models or estimates 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.
The following is a summary of significant unobservable inputs used in the fair valuation of assets and liabilities categorized within Level 3 of
the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Category
|
|
Market
Value at
12/31/2019
|
|
|
Valuation Technique
|
|
|
Unobservable Inputs
|
|
|
Input Value(s)
|
|
Common Stock
|
|
$
|
344,303,197
|
|
|
|
Multiples Analysis
|
|
|
|
Unadjusted Price/MHz-PoP
|
|
|
$0.12 - $0.95
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Discount
|
|
|
55.2% - 59.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
Multiple of EBITDA
|
|
|
6.00x - 8.75x
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity Discount
|
|
|
25%
|
|
|
|
|
|
|
|
|
Discounted Cash Flow
|
|
|
|
Discount Rate
|
|
|
11.0% - 20.0%
|
|
|
|
|
|
|
|
|
Transaction Analysis
|
|
|
|
Multiple of EBITDA
|
|
|
8.25x - 8.75x
|
|
|
|
|
|
|
|
|
Transaction Indication of Value
|
|
|
|
Enterprise Value ($mm)
|
|
|
$365.0 - $771.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction Price per Share
|
|
|
$2.75
|
|
|
|
|
|
|
|
|
Direct Capitalization Method
|
|
|
|
Capitalization Rates
|
|
|
5.45% - 7.50%
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Black-Scholes Model
|
|
|
|
Volatility Assumption
|
|
|
30 - 40%
|
|
Preferred Stock
|
|
|
130,708,695
|
|
|
|
Discounted Cash Flow
|
|
|
|
Discount Rate
|
|
|
11.0%
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
|
|
N/A
|
|
|
N/A
|
|
LLC Interest
|
|
|
73,986,897
|
|
|
|
Discounted Cash Flow
|
|
|
|
Discount Rate
|
|
|
2.59% - 9.45%
|
|
U.S. Senior Loans
|
|
|
38,197,180
|
|
|
|
Discounted Cash Flow
|
|
|
|
Discount Rate
|
|
|
11.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
Spread Adjustment
|
|
|
0.10%
|
|
|
|
|
|
|
|
|
Black-Scholes Model
|
|
|
|
Volatility Assumption
|
|
|
30 - 40%
|
|
|
|
|
|
|
|
|
Adjusted Appraisal
|
|
|
|
Liquidity Discount
|
|
|
10%
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Specific Adjustment
|
|
|
10%
|
|
Corporate Bonds & Notes
|
|
|
1,272,291
|
|
|
|
Liquidation Analysis
|
|
|
|
Claim Amount: Percent of Par
|
|
|
6.9%
|
|
Collateralized Loan Obligations
|
|
|
504,179
|
|
|
|
Discounted Cash Flow
|
|
|
|
Discount Rate
|
|
|
9.1%
|
|
Warrants
|
|
|
1,078
|
|
|
|
Discounted Cash Flow
|
|
|
|
Discount Rate
|
|
|
20%
|
|
|
|
|
|
|
|
|
Multiples Analysis
|
|
|
|
Multiple of EBITDA
|
|
|
7.0x - 8.75x
|
|
|
|
|
|
|
|
|
Transaction Analysis
|
|
|
|
Multiple of EBITDA
|
|
|
8.25x - 8.75x
|
|
|
|
|
|
|
|
|
Black-Scholes Model
|
|
|
|
Volatility Assumption
|
|
|
30 - 40%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
588,973,517
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
In addition to the unobservable inputs utilized for various valuation methodologies, the Fund frequently uses a
combination of two or more valuation methodologies to determine fair value for a single holding. In such instances, the Fund assesses the methodologies and ascribes weightings to each methodology. The weightings ascribed to any individual
methodology ranged from as low as 5% to as high as 70% as of December 31, 2019. 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.
The significant unobservable input used in the fair value measurement of the Fund’s REIT assets are the discount
rates and capitalization rates. Significant decreases (increases) in any of those inputs in isolation could result in a significantly higher (lower) fair value measurement.
The significant unobservable input used in the fair value measurement of the Fund’s preferred stock asset and LLC interests is the discount rate. Significant decreases (increases) 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 Fund’s common equity securities are: multiple of EBITDA, price/MHz-PoP multiple, risk discount, liquidity discount, discount rate and transaction price. Significant increases (decreases) in any of
those inputs in isolation could result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the risk discount is accompanied by a directionally opposite change in the assumption for the price/MHz-PoP multiple.
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 and amortization of premium on taxable bonds and loans are computed to the maturity or call date, if shorter, using the effective yield method. Withholding taxes on foreign dividends have been
provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.
The Fund records distributions received from investments in REITs and partnerships in excess of income from
underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available, and actual amounts of income, realized gain and return of capital may differ from the
estimated amounts. The Fund adjusts the estimated amounts once the issuers provide information about the actual composition of the distributions.
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
its 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 its 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 Investment Adviser has analyzed the Fund’s 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 Fund’s financial statements. The Fund’s 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.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as
income tax expenses in the Statement of Operations. During the year ended December 31, 2019, the Fund did not incur any interest or penalties.
Distributions to Shareholders
The Fund plans to pay
distributions from net investment income monthly and net realized capital gains annually to common shareholders. To permit the Fund to maintain more stable monthly distributions and annual distributions, the Fund may from time to time distribute
less than the entire amount of income and gains earned in the relevant month or year, respectively. The undistributed income and gains would be available to supplement future distributions. In certain years, this practice may result in the Fund
distributing, during a particular taxable year, amounts in excess of
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
the amount of income and gains earned therein. Such distributions would result in a portion of each distribution occurring in that year to be treated as a return of capital to shareholders.
Shareholders of the Fund will automatically have all distributions reinvested in Common Shares of the Fund issued by the Fund in accordance with the Fund’s Dividend Reinvestment Plan (the “Plan”) unless an election is made to receive
cash. The number of newly issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the lesser of (i) the NAV 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 NYSE on the Declaration Date. Participants in the Plan requesting a sale of securities through the plan agent of the Plan are subject to a sales fee and a
brokerage commission.
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 market value. The value of cash equivalents denominated in foreign currencies is determined by converting to U.S. dollars on the date of the Statement of Assets and
Liabilities.
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 Investments Portfolios for the Fund. 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 $17,878,647 was held with the broker for the Fund.
When securities are sold short, the Fund intends to limit exposure
to a possible market decline in the value of its portfolio securities through short sales of securities that the Investment Adviser believes possess volatility characteristics similar to those being hedged. In addition, the Fund may use short sales
for non-hedging purposes to pursue its investment objective. Subject to the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”), the Fund will not make a short
sale if, after giving effect to such sale, the market value of all securities sold short by the Fund exceeds 25% of the value of its total assets. The Fund may make short sales “against the box” without respect to such limitations.
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 non-recurring 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
interest rate risk in the normal course of pursuing its investment objectives. 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. As of December 31, 2019 we had no hedge accounting derivatives.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Futures Contracts
A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date. The Fund may invest in interest rate, financial and stock or bond index futures
contracts subject to certain limitations.
The Fund invests in futures contracts to manage its exposure to the stock and bond markets and fluctuations in
currency values. Buying futures tends to increase the Fund’s exposure to the underlying instrument while selling futures tends to decrease the Fund’s exposure to the underlying instrument, or economically hedge other Fund investments. With
futures contracts, there is minimal counterparty credit risk to the Fund since futures contracts are exchange-traded and the exchange’s clearinghouse, as counterparty to all traded futures, guarantees the futures against default. A Fund’s
risks in using these contracts include changes in the value of the underlying instruments, non-performance of the counterparties under the contracts’ terms and changes in the liquidity of the secondary market for the contracts. Futures
contracts are valued at the settlement price established each day by the board of trade or exchange on which they principally trade.
Upon entering into
a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount, known as initial margin deposit. Subsequent payments, known as variation margins,
are made or can be received by the Fund each day, depending on the daily fluctuation in the fair value of the underlying security. The Fund records an unrealized gain/(loss) equal to the daily variation margin. Should market conditions move
unexpectedly, the Fund may not achieve the anticipated benefits of the futures contracts and may incur a loss. The Fund recognizes a realized gain/(loss) on the expiration or closing of a futures contract.
During the year ended December 31, 2019, the Fund entered into futures transactions for the purpose of hedging against the effects of changes in the value of
portfolio securities due to anticipated changes in market conditions, and to gain market exposure for residual and accumulating cash positions. Cash held as collateral for futures contracts is shown on the Consolidated Statement of Assets and
Liabilities as “Restricted Cash — Futures.”
Options
The Fund may utilize options on securities or indices to varying degrees as part of their 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
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 the Fund expires unexercised, the Fund realizes on the expiration date a capital gain equal to the premium received by the Fund at the time the option was written. If an option purchased by the Fund expires unexercised, the 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 the Fund desires. The 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. The 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.
Reverse Repurchase Agreements
The Fund may engage in
reverse repurchase agreement transactions with respect to instruments that are consistent with the Fund’s investment objective or policies.
Additional Derivative Information
The Fund follows adopted
amendments to authoritative guidance on disclosures about derivative instruments and hedging activities which require that the Fund 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 entity’s 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.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
The fair value of derivative instruments on the Statement of Assets and Liabilities have the following risk exposure
at December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Risk Exposure
|
|
Asset
Derivative
|
|
|
Liability
Derivative
|
|
|
Foreign Currency Risk
|
|
$
|
1,034,600
|
(1)
|
|
$
|
—
|
|
|
Equity Price Risk
|
|
$
|
—
|
|
|
$
|
(1,102,319
|
)(2)
|
|
(1)
|
Statements of Assets and Liabilities location: Unaffiliated investments, at value.
|
|
(2)
|
Includes cumulative unrealized appreciation/(depreciation) of futures contracts as reported in the Investment Portfolio and within the components of the net
assets section of the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the receivables and/or payables of the Statements of Assets and Liabilities.
|
The effect of derivative instruments on the Statement of Operations for the year ended December 31, 2019, is as follows:
|
|
|
|
|
|
|
|
|
|
|
Risk Exposure
|
|
Net
Realized
Gain(Loss)
on
Derivatives
|
|
|
Net Change in
Unrealized
Appreciation/
(Depreciation)
on Derivatives
|
|
|
Commodity Risk
|
|
$
|
—
|
(1)
|
|
$
|
—
|
|
|
Equity Price Risk
|
|
|
4,042,059
|
(1)(2)(3)
|
|
|
(1,102,319
|
)(4)(5)
|
|
Foreign Currency Risk
|
|
|
(3,954,625
|
)(1)(2)(3)
|
|
|
(763,950
|
)(4)
|
|
(1)
|
Statement of Operations location: Realized gain (loss) on future contracts.
|
|
(2)
|
Statement of Operations location: Realized gain (loss) on investments from unaffiliated issuers.
|
|
(3)
|
Statement of Operations location: Realized gain (loss) on written options contracts.
|
|
(4)
|
Statement of Operations location: Net change in unrealized appreciation/(depreciation) on investments.
|
|
(5)
|
Statement of Operations location: Net change in unrealized appreciation/(depreciation) on written options contracts.
|
The average monthly volume of derivative activity for the year ended December 31, 2019, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Units/
Contracts
|
|
|
Appreciation/
Depreciation
|
|
|
Purchased Options Contracts
|
|
|
352,958,571
|
|
|
|
—
|
|
|
Written Options Contracts
|
|
|
4,731
|
|
|
|
—
|
|
|
Futures Contracts(1)
|
|
|
—
|
|
|
|
(44,382
|
)
|
|
(1)
|
Futures Contracts average monthly volume is calculated using Appreciation/(Depreciation).
|
Note 4. Securities Lending
Effective November 8, 2019,
the Advisor entered into a custody agreement with Bank of New York Mellon (“BNY”). Prior to April 4, 2019, State Street Bank and Trust Company (“State Street”) served as the custodian to the Fund.
As of December 31, 2019, the Fund did not participate in securities lending transactions with BNY.
Prior to November 8, 2019, the Fund could seek additional income by making secured loans of its portfolio securities
through its prior custodian, State Street. Such loans would be in an amount not greater than one-third of the value of the Fund’s total assets. State
Street would charge a fund fees based on a percentage of the securities lending income.
The Fund may make secured loans of its portfolio securities
amounting to not more than 33 1/3% of its portfolio securities, thereby realizing additional income. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delays in recovery of the securities or possible
loss of rights in the collateral should the borrower fail financially and possible investment losses in the investment of collateral. Pursuant to the Fund’s securities lending policy, securities loans are made to borrowers pursuant to
agreements requiring that loans be continuously secured by collateral in cash, securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, sovereign debt, convertible bonds, irrevocable letters of credit issued by a
bank as acceptable under the Fund’s securities lending agreement, 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. The
borrower pays to the Fund an amount equal to any interest or dividends received on securities subject to the loan. The Fund retains all or a portion of the interest received on investment of the cash collateral and receives a fee from the borrower.
Securities lending transactions are entered into pursuant to Securities Loan Agreements (“SLA”), which 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 defaults, 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 a SLA
counterparty’s bankruptcy or insolvency. Under the SLA, the Fund can reinvest cash collateral, or, upon an event of 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, the Fund benefits from a borrower default indemnity provided by State
Street Bank and Trust Company (“State Street”). State Street’s indemnity generally provides for replacement of securities lent or the approximate value thereof.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
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 U.S. 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, losses deferred due to wash sale transactions and return of capital. Reclassifications are
made to the Fund’s 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 the NAV of the Fund.
For the year ended December 31, 2019, permanent differences chiefly resulting from foreign currency gains and losses, partnership basis adjustments, return of
capital distributions from real estate investment trust, passive foreign investment companies, paydowns, controlled foreign corporations and return of capital distributions paid by the fund were identified and reclassified among the components of
the Fund’s net assets as follows:
|
|
|
|
|
|
Total Distributable
Earnings (Loss)
|
|
Paid-in-Capital
|
|
|
$6,966,108
|
|
$
|
(6,966,108
|
)
|
For the year ended December 31, 2019, the Fund’s most recent tax year end, components of distributable earnings on a tax
basis are as follows:
|
|
|
|
|
|
|
|
|
|
|
Qualified
Late
Year
Ordinary Loss
|
|
Accumulated
Capital and
Other Losses
|
|
|
Net Tax
Appreciation/
(Depreciation)
|
|
|
$(57,749)
|
|
$
|
(51,636,718
|
)
|
|
$
|
(203,654,367
|
)
|
For the year ended December 31, 2019, the Fund had capital loss carryovers as indicated below. The capital loss carryovers are
available to offset future realized capital gains to the extent provided in the Code and regulations promulgated thereunder. To the extent that these carryover losses are used to offset future capital gains, it is probable that the gains so offset
will not be distributed to shareholders because they would be taxable as ordinary income.
|
|
|
|
|
|
No
Expiration
Long-Term
|
|
Total
|
|
|
$(51,636,718)(1)
|
|
$
|
(51,636,718
|
)
|
|
(1)
|
During the current fiscal year, the Fund utilized $34,067,597 of capital loss carryforwards.
|
The tax character of distributions paid during the years ended December 31, 2019 and December 31, 2018
(unless otherwise indicated) is as follows:
|
|
|
|
|
|
|
|
|
|
|
Distributions Paid From:
|
|
2019
|
|
|
2018
|
|
|
Ordinary Income(1)
|
|
$
|
15,494,304
|
|
|
$
|
21,840,799
|
|
|
Return of Capital
|
|
|
81,197,706
|
|
|
|
46,180,632
|
|
|
(1)
|
For tax purposes, short-term capital gains distributions, if any, are considered ordinary income distributions.
|
Unrealized appreciation and depreciation at December 31, 2019, based on cost of investments for U.S. federal income tax purposes is:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
Appreciation
|
|
Gross
Depreciation
|
|
|
Net
Appreciation/
(Depreciation)(1)
|
|
|
Cost
|
|
|
$102,757,163
|
|
$
|
(306,411,530
|
)
|
|
$
|
(203,654,367
|
)
|
|
$
|
1,510,773,221
|
|
|
(1)
|
Any differences between book-basis and tax-basis net unrealized appreciation/(depreciation) are primarily due to wash
sales, non-taxable dividends, partnership, Controlled Foreign Corporation and Passive Foreign Investment Company (Qualifying Electing Fund) basis adjustments, REIT basis adjustment and defaulted bonds.
|
Qualified Late Year Ordinary and Post October Losses
Under current laws, certain capital losses and specified losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended
December 31, 2019, the Fund elected to defer $57,747 of specified losses.
Note 6. Credit Agreements and Reverse Repurchase Agreement
On May 16, 2013, the Fund entered into a Committed Facility Agreement with BNP Paribas Prime Brokerage, Inc. (“BNPP PB, Inc.”) (the
“Committed Facility Agreement”). The current facility size of the Committed Facility Agreement is $135,000,000 and the Fund is required to pay 0.55% commitment fee on the unused balance and LIBOR + a spread on amounts borrowed. The spread
ranges from 0.60% to 1.30% depending on the quality of the holdings pledged to collateralize the loan. The Fund has the right to terminate the Committed Facility Agreement on 90 days’ notice, and BNPP PB, Inc. has the right to terminate the
Committed Facility Agreement immediately. As of December 31, 2019, the carrying value of the Committed Facility Agreement was $103,037,786. The fair value of the outstanding Committed Facility Agreement was estimated to be $103,406,620, and
would be categorized as Level 3 within the fair value hierarchy. The fair value was estimated based on discounting the cash flows owed using a discount rate of 0.50% over the 90-day risk free rate.
At December 31, 2019, the Fund’s outstanding balance on the Committed Facility Agreement was $103,037,786.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
For the year ended December 31, 2019, the average daily note balance was $98,125,635 at a weighted average
interest rate of 2.86%, excluding any commitment fee. With respect to the note balance, interest expense of $2,807,625 and commitment fee of $205,626 are included in interest expense in the Statement of Operations.
On November 16, 2017, the Fund entered into an agreement with BNP Paribas Securities Corporation (“BNP Securities”) under which it may from time to
time enter into reverse repurchase transactions pursuant to the terms of a master repurchase agreement and related annexes (collectively the “Repurchase Agreement”). 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 BNP Securities for an agreed-upon price
(the “Purchase Price”), with a simultaneous agreement to repurchase such securities or other assets from BNP Securities for the Purchase Price plus a price differential that is economically similar to interest. The price differential is
negotiated for each transaction. At December 31, 2019, the Fund’s outstanding balance on the BNP Securities was $22,687,960. The Fund’s average daily balance was $23,523,740 at a weighted average interest rate of 3.47% for the days
outstanding.
On September 25, 2018, the Fund entered into an agreement with Mizuho Securities USA LLC (“Mizuho Securities”) under which it may
from time to time enter into reverse repurchase transactions pursuant to the terms of a master repurchase agreement and related annexes (collectively the “Repurchase Agreement”). 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 December 31, 2019, the Fund’s outstanding balance on the Mizuho Securities was $125,252,000. The Fund’s
average daily balance was $89,068,457 at a weighted average interest rate of 3.91% for the days outstanding.
On February 16, 2018, the Fund entered
into a bridge credit agreement (the “Bridge Agreement”) with KeyBank, NA (“KeyBank”) whereby KeyBank agreed to loan the Fund up to $36,500,000. The interest is paid at a rate of LIBOR + 2.00%. The Fund paid an upfront fee of
$182,500 to KeyBank as a condition to closing. On February 16, 2018, KeyBank loaned $20 million to the Fund as a part of the Bridge Agreement. On May 29, 2018, the Fund amended the Bridge Agreement with KeyBank whereby KeyBank agreed
to loan the Fund up to $71,500,000 with a refinancing date of August 31, 2018, subject to extensions. The Fund paid an upfront fee of $52,500 to KeyBank as a condition to add the new maturity and updated commitment. On August 14, 2018, the
Fund amended and restated the Bridge Agreement with KeyBank whereby KeyBank agreed to loan the fund up to $75,000,000. On September 14, 2018, the available balance stepped down to $60,000,000. During the 2019, the Fund amended the Bridge
Agreement several times to provide additional short-term financing of $37,500,000 and $40,000,000 (“2019 KeyBank Amendments”). The $37,500,000 was paid back during the year, and $22,000,000 remained outstanding on the second 2019 KeyBank
Amendments as of December 31, 2019. The Fund paid an upfront fee of $40,000 to KeyBank as a condition to closing these 2019 KeyBank Amendments. The maturity date is August 29, 2020, subject to extensions, and interest is paid at a rate of
LIBOR + 2.00%. As of December 31, 2019, the carrying value of the Committed Facility Agreement was $77,400,000. The fair value of the outstanding Committed Facility Agreement was estimated to be $77,676,961, and would be categorized as
Level 3 within the fair value hierarchy. The fair value was estimated based on discounting the cash flows owed using a discount rate of 0.50% over the 90-day risk free rate.
For the year ended December 31, 2019, the average daily note balance was $59,534,247 at a weighted average interest rate of 4.30%, excluding any commitment
fee. With respect to the note balance, interest expense of $2,560,900 and uncommitted balance fee of $0 are included in interest expense in the Statement of Operations.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Note 7. Asset Coverage
The Fund is required to maintain 300% asset coverage with respect to amounts outstanding (excluding short-term borrowings) under its various leverage facilities. Asset coverage is calculated by subtracting the
Fund’s total liabilities, not including any amount representing bank borrowings and senior securities, from the Fund’s total assets and dividing the result by the principal amount of the borrowings outstanding. As of the dates indicated
below, the Fund’s debt outstanding and asset coverage was as follows:
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Total
Amount
Outstanding
|
|
|
% of Asset
Coverage of
Indebtedness
|
|
|
12/31/2019
|
|
$
|
332,977,746
|
(3)
|
|
|
392.4
|
%(3)
|
|
12/31/2018
|
|
|
244,107,979
|
(3)
|
|
|
414.5
|
%(3)
|
|
12/31/2017
|
|
|
31,933,494
|
|
|
|
1,954.8
|
|
|
12/31/2016
|
|
|
124,983,081
|
|
|
|
431.9
|
|
|
12/31/2015
|
|
|
186,625,315
|
(1)
|
|
|
296.2
|
(1)(2)
|
|
12/31/2014
|
|
|
385,336,455
|
|
|
|
323.0
|
|
|
12/31/2013
|
|
|
318,500,000
|
|
|
|
327.5
|
|
|
12/31/2012
|
|
|
225,000,000
|
|
|
|
311.7
|
|
|
12/31/2011
|
|
|
173,000,000
|
|
|
|
356.1
|
|
|
12/31/2010
|
|
|
120,000,000
|
|
|
|
510.6
|
|
|
(1)
|
Excludes borrowings of $29,300,000 deemed to be short-term in nature.
|
|
(2)
|
The Fund closes its net asset value daily, and using asset prices available at the time of the December 31, 2015 NAV close, the Fund calculated asset
coverage of greater than 300%. The Fund received updated prices for certain instruments in January that were used for financial reporting purposes as part of this report. These updated prices pushed the percentage of asset coverage down to 296.2%.
As of February 4, 2016, the date that the Fund declared the February monthly dividend, the percentage of asset coverage was over 300%.
|
|
(3)
|
The KeyBank Bridge Agreement referenced in Note 6 is shared with two subsidiaries, of which the Fund acts as a guarantor for the agreement. As such, an
additional $4.6mm of the subsidiaries borrowings on the KeyBank Bridge Agreement is reflected in the asset coverage table for a comprehensive view of the Asset Coverage of Indebtedness percentage.
|
Note 8. Investment Advisory, Administration and Trustee Fees
Investment Advisory Fee
The Investment Adviser to the Fund
receives an annual fee, paid monthly, in an amount equal to 1.00% of the average weekly value of the Fund’s Managed Assets. The Fund’s “Managed Assets” is an amount equal to the total assets of the Fund, including any form of
leverage, minus all accrued expenses incurred in the normal course of operations, but not excluding any liabilities or obligations attributable to investment leverage obtained through (i) indebtedness of any type (including, without limitation,
borrowing through a credit facility or the issuance of debt securities), (ii) the issuance of preferred stock or other preference securities, (iii) the reinvestment of collateral received for securities loaned in accordance with the Fund’s
investment objectives and policies, and/or (iv) any other means.
Administration Fee
The Investment Adviser provides administrative services to the Fund. For its services, the Investment Adviser receives an annual fee, payable monthly, in an amount equal to 0.20% of the average weekly value
of the Fund’s Managed Assets. Under a separate sub-administration agreement, the Investment Adviser has delegated certain administrative functions to SEI Global Funds Services (“SEI”). The
Investment Adviser pays State Street Bank and Trust Company directly for these sub-administration services.
Fees Paid to Officers and Trustees
Each Trustee who is not
an “interested person” of the Fund as defined in the 1940 Act (the “Independent Trustees”) receives an annual retainer of $150,000 payable in quarterly installments and allocated among each portfolio in the Highland Funds Complex
overseen by such Trustee based on relative net assets. Independent Trustees are reimbursed for actual out-of-pocket expenses relating to attendance at meetings, however, the Chairman of the Board and the Chairman of the Audit Committee each receive
an additional payment of $10,000 payable in quarterly installments and allocated among each portfolio in the Highland Funds Complex based on relative net assets. The Independent 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. The “Highland Funds Complex” consists of all of the registered investment companies advised by the Investment
Adviser or its affiliated advisers 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 as of the date of
this report.
The Fund pays no compensation to its officers, all of whom are employees of the Investment Adviser or one of its affiliates.
Indemnification
Under the Fund’s 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 Fund’s maximum exposure under these arrangements is
dependent on future claims that may be made against the Fund and, therefore, cannot be estimated.
Note 9. Disclosure of Significant Risks and
Contingencies
The primary risks of investing in the Fund are described below in alphabetical order:
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Counterparty Risk
Counterparty risk is the potential loss the Fund may incur as a result of the failure of a counterparty or an issuer to make payments according to the terms of a contract. Counterparty risk is measured as the loss
the Fund would record if its counterparties failed to perform pursuant to the terms of their obligations to the Fund. Because the Fund may enter into over-the-counter
forwards, options, swaps and other derivative financial instruments, the Fund may be exposed to the credit risk of their counterparties. To limit the counterparty risk associated with such transactions, the Fund conducts business only with financial
institutions judged by the Investment Adviser to present acceptable credit risk.
Emerging Markets Risk
Any investments in Emerging Market Countries (countries in which the capital markets are developing) may involve greater risks than investments in more developed
markets and the prices of such investments may be more volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the Fund’s investments and the income they generate,
as well as the Fund’s ability to repatriate such amounts.
Illiquid and Restricted Securities Risk
Certain investments made by the Fund are, and others may be, illiquid, and consequently the Fund may not be able to sell such investments at prices that reflect the
Investment Adviser’s 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 Fund’s 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 a Fund’s expense, the Fund’s expenses would be increased. A high percentage of illiquid securities in a Fund
creates a risk that such a Fund may not be able to redeem its shares without causing significant dilution to remaining shareholders.
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 Fund’s use of leverage would result in a lower rate of return than if the Fund were not leveraged.
REIT-Specific Risk
Real estate investments are
subject to various risk factors. Generally, real estate investments could be adversely affected by a recession or general economic downturn where the properties are located. Real estate investment performance is also subject to the success that a
particular property manager has in managing the property.
Risks Associated with Options on Securities
There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options
markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or
unexpected events.
When the Fund writes a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases
in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retains the risk of loss should the price of the underlying security decline. The writer of an option has no control over
the time when it may be required to fulfill its obligation and once an option writer has received an exercise notice, it must deliver the underlying security in exchange for the strike price.
When the Fund writes a covered put option, the Fund bears the risk of loss if the value of the underlying stock declines below the exercise price minus the put premium. If the option is exercised, the Fund could
incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise plus the put premium the Fund received when it wrote the option. While the Fund’s
potential gain in writing a covered put option is limited to distributions earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, the Fund risks a loss equal to the entire exercise price
of the option minus the put premium.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Risks of Investing in Obligations of Stressed, Distressed and Bankrupt Issuers
The Fund may invest in companies that are troubled, in distress or bankrupt. As such, they are subject to a multitude of legal, industry, market, environmental and
governmental forces that make analysis of these companies inherently difficult. Further, the Investment Adviser relies on company management, outside experts, market participants and personal experience to analyze potential investments for the Fund.
There can be no assurance that any of these sources will prove credible, or that the resulting analysis will produce accurate conclusions.
Risks of
Investing in Senior Loans
The risk that the issuer of a senior loan 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 Fund’s 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 rates. Therefore, senior loans may not mitigate price declines in a
long-term interest rate environment. The Fund’s investments in senior loans are typically below investment grade and are considered speculative because of the credit risk of their issuers.
On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. Due to
this announcement, there remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund
invests cannot yet be determined.
Risks of Non-Diversification and Other Focused Strategies
While the Investment Adviser invests in a number of fixed income and equity instruments issued by different issuers and employs multiple investment strategies with
respect to the Trust’s investment portfolio, it is possible that a significant amount of the Trust’s investments could be invested in the instruments of only a few companies or other issuers or that at any particular point in time one
investment strategy could be more heavily weighted than the others. The focus of the Trust’s investment portfolio in any one issuer would subject the Trust to a greater degree of risk with respect to defaults by such issuer or other adverse
events affecting that issuer, and the focus of the portfolio in any one industry or group of industries would subject the Trust to a greater degree of risk with respect to economic downturns relating to such industry or industries. The focus
of the Trust’s investment portfolio in any one investment strategy would subject the Trust to a greater degree of risk than if the Trust’s investment portfolio were varied in its
investments with respect to several investment strategies.
Reverse Repurchase Agreement Risk
The Fund may enter into reverse repurchase transactions with BNP Securities or other banks and securities dealers. A reverse repurchase transaction is a repurchase
transaction in which the Fund is the seller of, rather than the investor in, securities or other assets and agrees to repurchase them at a date certain or on demand. Use of a reverse repurchase transaction may be preferable to a regular sale and
later repurchase of securities or other assets because it avoids certain market risks and transaction costs. Reverse repurchase transactions involve the risk that the market value of securities and/or other assets purchased by the Fund with the
proceeds received by the Fund in connection with such reverse repurchase transactions may decline below the market value of the securities the Fund is obligated to repurchase under such reverse repurchase transactions. They also involve the risk
that the counterparty liquidates the securities delivered to it by the Fund under the reverse repurchase agreement following the occurrence of an event of default under the reverse repurchase agreement by the Fund. At the time when the Fund enters
into a reverse repurchase transactions, liquid securities (cash, U.S. Government securities or other debt obligations) of the Fund having a value at least as great as the Purchase Price of the securities to be purchased will be segregated on the
books of the Fund throughout the period of the obligation. The use of these investment strategies may increase net asset value fluctuation.
Short
Sales Risk
Short sales by the Fund that are not made where there is an offsetting long position in the asset that it is being sold short
theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Short selling allows the Fund to profit from declines in market prices to the extent such decline exceeds the transaction costs
and costs of borrowing the securities. However, since the borrowed securities must be replaced by purchases at market prices in order to close out the short position, any appreciation in the price of the borrowed securities would result in a loss.
Purchasing securities to close out the short position can itself cause the price of securities to rise further, thereby exacerbating the loss. The Fund may mitigate such losses by replacing the securities sold short before the market price has
increased significantly. Under adverse market conditions, the Fund might have difficulty purchasing securities to meet margin calls on its short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to
meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Gain Contingency
Claymore Holdings, LLC, a partially-owned affiliate of the Fund, is engaged in ongoing litigation that could result in a possible gain contingency to the Fund. The probability, timing, and potential amount of
recovery, if any, are unknown.
Valuation Risk
Certain of the Fund’s assets are fair valued, including the Fund’s primary illiquid asset, TerreStar. TerreStar is a nonoperating company that does not
currently generate revenue and which primarily derives its value from two spectrum frequencies, the license with respect to one of which was terminated by the FCC and is being contested by TerreStar on technical and public policy grounds. TerreStar
currently anticipates such contest may take between 12 to 30 months and expects deployment of its other spectrum asset to require a similar period of time. If TerreStar is ultimately unsuccessful in its efforts, the terminated license
would not be reinstated and the value of the TerreStar equity would likely be materially negatively impacted. The fair valuation of TerreStar involves uncertainty as it is materially dependent on
these estimates. With regard to the likelihood of TerreStar regaining the terminated license, the Investment Adviser assigned a high probability of success, based in part in consultation with outside experts.
Note 10. Investment Transactions
Purchases &
Sales of Securities
The cost of purchases and the proceeds from sales of investments, other than short-term securities, for the period ended
December 31, 2019, were as follows:
|
|
|
|
|
|
|
Other Securities
|
|
|
Purchases
|
|
Sales
|
|
|
$551,735,651
|
|
$
|
327,057,035
|
|
Note 11. Affiliated Issuers and Other
Affiliate Matters
Under Section 2 (a)(3) of the Investment Company Act of 1940, 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 December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
Shares at
December 31,
2018
|
|
|
Beginning
Value as of
December 31,
2018
|
|
|
Purchases
at Cost
|
|
|
Proceeds
from
Sales
|
|
|
Distribution to
Return
Capital
|
|
|
Net
Realized
Gain/
(Loss) on
Sales of
Affiliated
Issuers
|
|
|
Change
Unrealized
Appreciation/
Depreciation
|
|
|
Ending Value
as of
December 31,
2019
|
|
|
Shares at
December 31,
2019
|
|
|
Affiliated
Income
|
|
|
Majority Owned, Not Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint Real Estate Opportunities, LLC, REIT (Common Stocks)
|
|
|
123,002,415
|
|
|
$
|
231,921,053
|
|
|
$
|
45,362,450
|
|
|
|
—
|
|
|
$
|
(38,859,168
|
)
|
|
$
|
—
|
|
|
$
|
(441,456
|
)
|
|
$
|
237,982,879
|
|
|
|
146,055,529
|
|
|
$
|
4,300,770
|
|
|
NexPoint Real Estate Capital
|
|
|
10,837,183
|
|
|
|
33,820,681
|
|
|
|
2,014,438
|
|
|
|
—
|
|
|
|
(94,648
|
)
|
|
|
—
|
|
|
|
(1,673,801
|
)
|
|
|
34,066,670
|
|
|
|
11,389,726
|
|
|
|
4,530,000
|
|
|
Specialty Financial Products, Ltd.
(Common Stocks)
|
|
|
33,685,010
|
|
|
|
36,821,085
|
|
|
|
5,472,006
|
|
|
|
—
|
|
|
|
(1,500,000
|
)
|
|
|
(1
|
)
|
|
|
(5,538,523
|
)
|
|
|
35,254,567
|
|
|
|
38,998,415
|
|
|
|
—
|
|
|
Other Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SFR WLIF I, LLC
|
|
|
—
|
|
|
|
—
|
|
|
|
40,322,605
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(591,936
|
)
|
|
|
39,730,669
|
|
|
|
40,322,605
|
|
|
|
2,444,302
|
|
|
SFR WLIF II, LLC
|
|
|
—
|
|
|
|
—
|
|
|
|
26,968,904
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(254,047
|
)
|
|
|
26,714,857
|
|
|
|
26,968,904
|
|
|
|
1,496,257
|
|
|
SFR WLIF III, LLC
|
|
|
—
|
|
|
|
—
|
|
|
|
7,708,491
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(167,120
|
)
|
|
|
7,541,371
|
|
|
|
7,708,491
|
|
|
|
238,109
|
|
|
Gambier Bay LLC(1)
|
|
|
2,102,020
|
|
|
|
241,732
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,810,258
|
)
|
|
|
—
|
|
|
|
1,568,526
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
LLV Holdco LLC
(U.S. Senior Loans, Common Stocks & Warrants)
|
|
|
9,708,922
|
|
|
|
7,741,953
|
|
|
|
2,059,233
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(411,847
|
)
|
|
|
9,389,339
|
|
|
|
11,763,530
|
|
|
|
8,809
|
|
|
NexPoint Residential Trust, Inc.
|
|
|
39,394
|
|
|
|
1,380,760
|
|
|
|
1,604,928
|
|
|
|
—
|
|
|
|
(76,162
|
)
|
|
|
45
|
|
|
|
726,156
|
|
|
|
3,655,305
|
|
|
|
81,229
|
|
|
|
3,932
|
|
|
NexPoint Hospitality Trust
|
|
|
—
|
|
|
|
—
|
|
|
|
38,859,168
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
27,859,991
|
|
|
|
66,719,159
|
|
|
|
13,370,573
|
|
|
|
—
|
|
|
TerreStar Corp.
(U.S. Senior Loans & Common Stocks)
|
|
|
20,041,413
|
|
|
|
56,921,591
|
|
|
|
2,756,182
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(250,061
|
)
|
|
|
59,427,642
|
|
|
|
22,797,318
|
|
|
|
2,369,995
|
|
|
United Development Funding IV
|
|
|
1,644,786
|
|
|
|
6,167,948
|
|
|
|
496,307
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,514,599
|
)
|
|
|
5,149,656
|
|
|
|
1,763,581
|
|
|
|
229,266
|
|
|
Euramax International
(U.S. Senior Loans, Common Stocks & Warrants)
|
|
|
6,408,963
|
|
|
|
8,636,781
|
|
|
|
943,771
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,355,992
|
)
|
|
|
6,224,560
|
|
|
|
7,352,734
|
|
|
|
979,394
|
|
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuer
|
|
Shares at
December 31,
2018
|
|
|
Beginning
Value as of
December 31,
2018
|
|
|
Purchases
at Cost
|
|
|
Proceeds
from
Sales
|
|
|
Distribution to
Return
Capital
|
|
|
Net
Realized
Gain/
(Loss) on
Sales of
Affiliated
Issuers
|
|
|
Change
Unrealized
Appreciation/
Depreciation
|
|
|
Ending Value
as of
December 31,
2019
|
|
|
Shares at
December 31,
2019
|
|
|
Affiliated
Income
|
|
|
Other Controlled
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
|
Allenby
(Common Stocks)
|
|
|
585,035
|
|
|
|
1
|
|
|
|
46,100
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(46,100
|
)
|
|
|
1
|
|
|
|
631,135
|
|
|
|
—
|
|
|
Claymore
(Common Stocks)
|
|
|
1,874,553
|
|
|
|
2
|
|
|
|
144,816
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(144,816
|
)
|
|
|
2
|
|
|
|
2,019,369
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
209,929,694
|
|
|
$
|
383,653,587
|
|
|
$
|
174,759,398
|
|
|
|
—
|
|
|
$
|
(42,340,236
|
)
|
|
$
|
44
|
|
|
$
|
3,336,484
|
|
|
$
|
531,856,677
|
|
|
|
331,223,139
|
|
|
$
|
16,600,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes the value of iHeart Communications, Inc. bonds as of December 31, 2019 and subsequent activity.
|
The Adviser has been historically affiliated through common control with Highland Capital Management, L.P.
(“HCMLP”), an SEC-registered investment adviser. On October 16, 2019, HCMLP filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court for the District of Delaware. The case was subsequently transferred to the
United States Bankruptcy Court for the Northern District of Texas. On January 9, 2020, the bankruptcy court approved a change of control of HCMLP, which involved the resignation of James Dondero as the sole director of, and the appointment of an
independent board to, HCMLP’s general partner. Mr. Dondero will, however, remain as an employee of HCMLP and as portfolio manager for all funds and vehicles for which he currently holds such titles. Nevertheless, given Mr. Dondero’s
historic role with HCMLP and his continued ownership interest and roles with respect to the Highland platform as a whole, as well as the shared services agreements between HCMLP and our Adviser, the Fund treats HCMLP and its affiliates as its
affiliates for purposes hereof.
Note 12. Rights Offering and Stock Repurchase Plan
On April 19, 2017, the Fund announced a non-transferable rights offering (the “2017 Offering”) to purchase additional shares of common stock of the Fund. Each
shareholder of record on May 5, 2017 received one right for each common share held. Holders were entitled to purchase one new share of common stock for every three rights held at a subscription price of $20.93 per share, which was calculated as
the lesser of (1) 95% of the reported net asset value on May 24, 2017 (the “2017 Expiration Date”), or (2) 95% of the average of the last reported sales price of the Fund’s common shares on NYSE on the 2017 Expiration Date and on
each of the four trading days preceding the 2017 Expiration Date. The 2017 Offering was oversubscribed, with total subscriptions equal to 233% of the primary offering. As a result of the 2017 Offering and the Fund’s exercise of an
over-allotment option, 6,682,882 additional shares were issued. On November 2,
2016, the Fund announced a stock repurchase plan (the “Repurchase Plan”) initially sized at $10 million as approved by the Board. The Repurchase Plan was scheduled to begin in
December 2017 and continue for approximately six months. In connection with the Offering, the Board approved the extension of the Repurchase Plan for a period of one year from the 2017 Expiration Date. The Repurchase Plan expired on May 24,
2018. No repurchases were made as part of the repurchase plan prior to its expiration.
On April 20, 2018, the Fund announced a non-transferable rights offering (the “2018 Offering”) to purchase additional shares of common stock of the Fund. Each shareholder of record on May 9, 2018 received one right for each common share
held. Holders were entitled to purchase one new share of common stock for every three rights held at a subscription price of $21.30 per share, which was calculated as the lesser of (1) 95% of the reported net asset value on May 29, 2018 (the
“2018 Expiration Date”), or (2) 95% of the average of the last reported sales price of the Fund’s common shares on NYSE on the 2018 Expiration Date and on each of the four trading days preceding the 2018 Expiration Date. The 2018
Offering was oversubscribed, with total subscriptions equal to 177% of the primary offering. As a result of the 2018 Offering and the Fund’s exercise of an over-allotment option, 9,494,823 additional shares were issued.
On April 11, 2019, the Fund announced a non-transferable rights offering (the “2019 Offering”) to purchase
additional shares of common stock of the Fund. Each shareholder of record on April 29, 2019 received one right for each common share held. Holders were entitled to purchase one new share of common stock for every three rights held at a
subscription price of $17.77 per share, which was calculated as the lesser of (1) 95% of the reported net asset value on May 22, 2019 (the “2019 Expiration Date”), or (2) 95% of the average of the last reported sales price of the
Fund’s common shares on NYSE on the 2019 Expiration Date and on each of the four trading days preceding the 2019 Expiration Date. The 2019
NOTES TO FINANCIAL STATEMENTS (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Offering was oversubscribed, with total subscriptions equal to 231% of the primary offering. As a result of the 2019 Offering and the Fund’s exercise of an over-allotment option, 13,498,570
additional shares were issued for $237.3 million in Proceeds from sale of shares.
After the completion of the audit for the year ended December 31,
2018, a valuation correction was made in equity issued by TerreStar Corporation, affecting the value of the individual positions between March 2018 through January 2019. As a result, it was determined that there was a minor difference in funds
received from shareholders who participated in the 2018 Offering. The overpayment of these proceeds, which equates to approximately $2.6mm from the rights offering, was returned to the investors accounts. This is reflected net in the Proceeds from
sale of shares on the Statement of Changes in Net Assets.
Note 13. New Accounting Pronouncements
In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash.
The amendments in this update require the statement of cash flows to explain the change during the period in the total of cash, restricted cash and cash equivalents. Amounts generally described as restricted cash or restricted cash equivalents
should be included with cash and cash equivalents when reconciling the beginning-of-period and
end-of-period total amounts shown on the statement of cash flows. For public entities this update was effective for fiscal years beginning after December 15, 2017,
and for interim periods within those fiscal years. The Investment Adviser has evaluated the impact of this new guidance and effective April 1, 2018, the Fund no longer reports the change in restricted cash and cash equivalents in the operating
and investing sections in our Consolidated Statement of Cash Flows. Restricted cash and cash equivalents are now included in the beginning and end of the period cash and cash equivalents on the Consolidated Statement of Cash Flows. These changes
have been applied using a retrospective transition method to each period presented.
In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables — Nonrefundable Fees and Other Costs (Subtopic 310-20). The amendments in this update shorten the amortization period for certain callable debt
securities held at premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to
maturity. For public entities
this update was effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. The Investment Adviser has evaluated the impact of this new
guidance and the adoption of this guidance did not have a material impact on the Fund’s consolidated financial statements.
In February 2018, the
FASB issued Accounting Standards Update 2018-03, Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities. The amendments in this update provide a variety of technical corrections and improvements to how entities should account for financial instruments. For public entities this update was
effective for fiscal years beginning after December 15, 2017, and for interim periods within those fiscal years beginning after June 15, 2018. The Investment Adviser has evaluated the impact of this new guidance and the adoption of this
guidance did not have a material impact on the Fund’s consolidated financial statements.
In August 2018, the FASB issued Accounting Standards
Update 2018-13, Fair Value Measurement (Topic 820). The new guidance includes additions and modifications to disclosure requirements for fair value measurements. For public entities, the amendments are
effective for consolidated financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Investment Adviser has evaluated the impact of this new guidance and the adoption of
this guidance did not have a material impact on the Fund’s consolidated financial statements.
Note 14. Unconsolidated Significant Subsidiaries
In accordance with Regulation S-X and GAAP, the Fund is not permitted to consolidate any subsidiary or other
entity that is not an investment company, including those in which the Fund has a controlling interest unless the business of the controlled subsidiary consists of providing services to the Fund. In accordance with Regulation S-X Rules 3-09 and 4-08(g), the Fund evaluates its unconsolidated controlled subsidiaries as significant subsidiaries under the
respective rules. As of December 31, 2019, NexPoint Real Estate Opportunities, LLC was considered a significant unconsolidated subsidiary under Regulation S-X Rule
4-08(g), while NexPoint Real Estate Capital, LLC and Specialty Financial Products Designated Activity Company did not meet the qualifications of a significant subsidiary. All subsidiaries are wholly owned by
the Fund. Based on the requirements under Regulation S-X Rule 4-08(g), the
NOTES TO FINANCIAL STATEMENTS (concluded)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
summarized consolidated financial information of these unconsolidated subsidiaries is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint
Real Estate
Capital, LLC
December 31,
2019
|
|
|
NexPoint
Real Estate
Opportunities, LLC
December 31,
2019
|
|
|
Specialty Financial
Products Designated
Activity
Company
December 31,
2019
|
|
|
Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
657,000
|
|
|
$
|
21,626,000
|
|
|
$
|
395,704
|
|
|
Noncurrent Assets
|
|
|
33,384,000
|
|
|
|
403,895,000
|
|
|
|
34,857,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
34,041,000
|
|
|
|
425,521,000
|
|
|
|
35,253,694
|
|
|
Current Liabilities
|
|
|
190,000
|
|
|
|
12,862,000
|
|
|
|
3,354,938
|
|
|
Noncurrent Liabilities
|
|
|
644,000
|
|
|
|
226,573,000
|
|
|
|
31,894,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
834,000
|
|
|
|
239,435,000
|
|
|
|
35,249,072
|
|
|
Preferred Stock
|
|
|
100,000
|
|
|
|
125,000
|
|
|
|
—
|
|
|
Non-controlling interest (in consolidated investments)
|
|
|
—
|
|
|
|
(2,627,000
|
)
|
|
|
—
|
|
|
Invested Equity
|
|
|
33,107,000
|
|
|
|
188,588,000
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity
|
|
$
|
33,207,000
|
|
|
$
|
186,086,000
|
|
|
$
|
4,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NexPoint
Real Estate
Capital,
LLC
For the Year
Ended
December 31,
2019
|
|
|
NexPoint
Real Estate
Opportunities, LLC
For the
Year
Ended
December 31,
2019
|
|
|
Specialty Financial
Products
Designated
Activity Company
For the
Year
Ended
December 31,
2019
|
|
|
Summary of Operations:
|
|
|
Net Sales
|
|
$
|
3,878,000
|
|
|
$
|
41,498,000
|
|
|
$
|
127,709
|
|
|
Gross Profit (Loss)
|
|
|
3,802,000
|
|
|
|
(5,046,000
|
)
|
|
|
1,000
|
|
|
Net Income (Loss)
|
|
|
3,786,000
|
|
|
|
(5,014,000
|
)
|
|
|
750
|
|
|
Net Income (Loss) attributable to non-controlling interest (in consolidated investments),
preferred shares, and other comprehensive income
|
|
|
16,000
|
|
|
|
(32,000
|
)
|
|
|
—
|
|
Note 15. Subsequent Events
The Investment Adviser has evaluated the impact of all subsequent events on the Fund through the date the consolidated financial statements were issued, and has determined that there were no such subsequent events
to report which have not already been recorded or disclosed in these financial statements and accompanying notes.
An outbreak of respiratory disease
caused by a novel coronavirus was first detected in China in December 2019 and subsequently spread internationally. This coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery,
quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this coronavirus may be short term or may last for an extended period of time and result in a substantial
economic downturn. 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 negatively affect the worldwide economy, as well as the economies of individual countries, individual companies and the market in general in significant and unforeseen ways. Any such impact could adversely affect a Fund’s
performance, the performance of the securities in which the Fund invests, lines of credit available to the Fund and may lead to losses on your investment in the Fund.
As a result of decreases in marketvalue of the Fund’s assets pledged at derivative counterparties, the Fund has been required to post additional collateral relating to its margin requirements. The Fund has
posted all required collateral; however, the Fund’s ability to meet future margin calls may be impacted by continued unfavorable market conditions.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of NexPoint Strategic Opportunities Fund:
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the investment portfolio, of NexPoint Strategic Opportunities
Fund (the “Fund”) as of December 31, 2019, the related statements of operations and cash flows for the year ended December 31, 2019, the statement of changes in net assets for each of the two years in the period ended
December 31, 2019, including the related notes, and the financial highlights, for each of the five years in the period ended December 31, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Fund as of December 31, 2019, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2019
and the financial highlights for each of the five years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our
responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required
to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks
of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation
of securities owned as of December 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our
opinion.
Dallas, Texas
April 10, 2020
We have served as the auditor of one or more investment companies of NexPoint Advisors, L.P. and its affiliates since 2004.
ADDITIONAL INFORMATION (unaudited)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
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 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 desires 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.
Tax Information
For shareholders that do not have a December 31, 2019 tax year end, this notice is for
informational purposes only. For shareholders with a December 31, 2019 tax year end, please consult your tax adviser as to the pertinence of this notice. For the fiscal year ended December 31, 2019, the Fund hereby designates the following
items with regard to distributions paid during the year.
|
|
|
|
|
|
|
|
|
|
Return of
Capital
|
|
Ordinary
Income
Distribution
|
|
|
Total
Distribution
|
|
|
83.98%
|
|
|
16.02
|
%
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
Received
Deduction(1)
|
|
Qualified
Dividend
Income(2)
|
|
|
U.S.
Government
Interest(3)
|
|
|
Interest
Related
Dividends(4)
|
|
|
8.53%
|
|
|
10.39
|
%
|
|
|
0.00
|
%
|
|
|
20.75
|
%
|
|
|
|
|
|
|
|
Short-Term
Capital Gain
Dividends(5)
|
|
Qualifying
Business
Income(6)
|
|
|
0.00%
|
|
|
41.50
|
%
|
|
(1)
|
Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income
distributions (the total of short-term capital gain and net investment income distributions).
|
|
(2)
|
The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of
2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of each of the aforementioned Funds to designate the maximum amount permitted
by law.
|
|
(3)
|
“U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal
year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. Shareholder who are residents of California, Connecticut and New York, these funds have
not met the statutory requirements to permit exemption of these amounts from state income tax.
|
|
(4)
|
The percentage in this column represents the amount of “Interest Related Dividends” as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of net investment distributions that is exempt from U.S. withholding tax when paid to foreign investors.
|
|
(5)
|
The percentage in this column represents the amount of “Short-Term Capital Gain Dividend” as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.
|
|
(6)
|
The percentage in this column represents the amount of ordinary dividend income that qualified for 20% Business Income Deduction.
|
The information herein may differ from the information and distributions taxable to the shareholder for the calendar year ended December 31, 2019. Complete
information will be computed and reported with your 2019 Form 1099-DIV.
Dividend Reinvestment Plan
Unless the registered owner of Common Shares elects to receive cash by contacting American Stock Transfer & Trust Company, LLC
(“AST” 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 Shares elects 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 AST, as dividend disbursing
agent. Shareholders may elect not to participate in the Plan and to receive all dividends in cash by sending written instructions or by contacting AST, 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
ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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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 shareholder’s 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 participant’s 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
shareholder’s 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 at
American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, NY 11219; telephone (718) 921-8200.
Shareholder Loyalty Program
To promote loyalty and
long-term alignment of interests among the Fund’s shareholders, the Investment Adviser offers an incentive to shareholders that buy and hold the Fund’s common shares for a period of at least twelve months through its Shareholder Loyalty
Program (the “Program”). To participate in the Program, existing shareholders must open an account (the “Account”) with the Program’s administrator, American Stock Transfer & Trust Company (“AST”).
Subsequently, if a participant makes contributions to the Account during a defined trading period to purchase shares, the Investment Adviser will make a corresponding contribution equal to 2% of the participant’s contributions. For example, if
a participant contributes $10,000 to the Account during a defined trading period to purchase shares, the Adviser will make a corresponding contribution of $200, to purchase additional shares for the participant (the “Bonus Shares”). In
addition, Program participants will not be required to pay any customary selling commissions or distribution fees on the purchase of shares under the Program. The Investment Adviser will bear the costs of brokerage fees in connection with the
Program. While the portion of the Fund’s common shares that are acquired through the participant’s contribution will vest immediately, Bonus Shares will not vest until the first anniversary of the date that the Bonus Shares were purchased.
Vested shares will be held in the Account and Bonus Shares will be held in an account at AST for the conditional benefit of the shareholder. Under the Program, participants must purchase a minimum of $10,000 worth of shares in the initial
subscription and $5,000 in each subsequent subscription, unless the Investment Adviser, in its sole discretion, decides to permit subscriptions for a lesser amount. If the Fund’s common shares are trading at a discount, AST will purchase common
shares on behalf of participants in open-market purchases. If the Fund’s common shares are trading at a premium, AST may purchase common shares on behalf of participants in open market purchases or the Fund may sell common shares to the
Shareholder Loyalty Program by means of a prospectus or otherwise. All dividends received on shares that are purchased under the Program will be automatically reinvested through the Program. A participant’s interest in a dividend paid to the
holder of a vested share will vest immediately. A participant’s interest in a dividend paid to the holder of a Bonus Share will vest at the same time that the Bonus Share’s vesting requirements are met. In addition, for dividends paid to
holders of shares that were purchased with a participant’s contributions, the Investment Adviser will make a corresponding contribution to the amount of the reinvested dividend equal to 2% of the dividend amount. AST
ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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maintains all shareholders’ accounts in the Program and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records.
Shares in the account of each Program participant will be held by AST on behalf of the Program participant, and each shareholder proxy will include those shares purchased or received pursuant to a Program. AST will forward all proxy solicitation
materials to participants and vote proxies for shares held under the Program 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, AST will administer the Program on the basis of the number of common shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Program. The Fund and the
Investment Adviser reserve the right to amend or terminate the Program. To help align the interests of the Investment Adviser’s employees with the interests of the Fund’s shareholders, the Investment Adviser offers a similar program to its
employees. Participants in the Program should be aware that their receipt of Bonus Shares under the Program constitutes taxable income to them. In addition, such participants owe taxes on that portion of any distribution that constitutes taxable
income in respect of shares of our common stock held in their Program accounts, whether or not such shares of common stock have vested in the hands of the participants. To the extent any payments or distributions under the Program are subject to
U.S. federal, state or local taxes, the Fund, any participating affiliate of the Fund or the agent for the Program may satisfy its tax withholding obligation by (1) withholding shares of Stock allocated to the participant’s account,
(2) deducting cash from the participant’s account or (3) deducting cash from any other compensation the participant may receive. Program participants should consult their tax advisers regarding the tax consequences to them of
participating in the Program. The Program may create an incentive for shareholders to invest additional amounts in the Fund. Because the Investment Adviser’s management fee is based on a percentage of the assets of the Fund, the Program will
result in increased net revenues to the Investment Adviser if the increase in the management fee due to the increased asset base offsets the costs associated with establishing and maintaining the Program.
Approval of NexPoint Strategic Opportunities Fund Investment Advisory Agreement
The Fund has retained NexPoint Advisors, L.P. (the “Investment Adviser”) to manage the assets of the Fund pursuant to an investment advisory agreement
between the Investment Adviser and the Fund (the “Agreement”). The Agreement was initially approved by the Funds’ Board of Trustees, including a majority of the Independent Trustees.
Following the initial two-year term, the Agreement continues in effect from year-to-year, provided that such continuance is specifically approved at least annually by the vote of holders of at least a majority of the outstanding shares of the Fund or
by the Board of Trustees and, in either event, by a majority of the Independent Trustees of the Fund casting votes in person at a meeting called for such purpose.
During a telephonic meeting held on August 15, 2019, the Board of Trustees gave preliminary consideration to information bearing on the continuation of the Agreement for a
one-year period commencing November 1, 2019 with respect to the Fund. The primary objective of the meeting was to ensure that the Trustees had the opportunity to consider matters they deemed relevant in
evaluating the continuation of the Agreement, and to request any additional information they considered reasonably necessary for their deliberations.
At
an in-person meeting held on September 19-20, 2019, the Board of Trustees, including the Independent Trustees, approved the continuance of the Agreement for a one-year period commencing on November 1, 2019. As part of its review process, the Board requested, through its independent legal counsel, and received from the Investment Adviser, various information and
written materials, including: (1) information regarding the financial soundness of the Investment Adviser and the anticipated of the Advisory Agreement to the Investment Adviser; (2) information on the advisory and compliance personnel of
the Investment Adviser, including compensation arrangement; (3) information on the internal compliance procedures of the Investment Adviser, including policies and procedures for personal securities transactions and with respect to
cybersecurity, business continuity and disaster recovery; (4) comparative information showing how the Fund’s fees and expenses compare to those of other registered investment companies and comparable funds managed by the Investment Adviser
that follow investment strategies similar to those of the Fund, if any; (5) information regarding the investment performance of the Fund, including comparisons of the Fund’s performance against that of other registered investment companies
and comparable funds managed by the Investment Adviser that follow investment strategies similar to the Fund, if any; (6) premium and discount information with respect to the Fund; (7) information regarding brokerage and portfolio
transactions; and (8) information on any legal proceedings or regulatory audits or investigations affecting the Investment Adviser or its affiliates. After the August 2019 meeting, the Trustees requested that the Investment Adviser provide
additional information regarding various matters. In addition, the Board of Trustees received an independent report from FUSE Research Network (“FUSE”), an independent source of
ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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investment company data, relating to the Fund’s performance and expenses compared to the performance and expenses of a group of funds deemed by FUSE to be comparable to the Fund (the
“peer group”), and to a larger group of comparable funds (the “peer universe”). The Board also received data relating to the Fund’s leverage and distribution rates as compared to its peer group.
The Board of Trustees’ evaluation process with respect to the Investment Adviser is an ongoing one. In this regard, the Board of Trustees also took into
account discussions with management and information provided to the Board of Trustees at periodic meetings of the Board of Trustees over the course of the year with respect to the services provided by the Investment Adviser to the Fund, including
quarterly performance reports prepared by management containing reviews of investment results and prior presentations from the Investment Adviser with respect to the Fund. The information received and considered by the Board of Trustees in
connection with the September 19-20, 2019 meeting and throughout the year was both written and oral.
The Board
of Trustees reviewed various factors that were discussed in a legal memorandum provided by independent counsel regarding trustee responsibilities in considering the Advisory Agreement, the detailed information provided by the Investment Adviser and
other relevant information and factors. The Board of Trustees also considered other factors (including conditions and trends prevailing generally in the economy, the securities markets, and the industry). The Board of Trustees’ conclusions as
to the approval of the Advisory Agreement were based on a comprehensive consideration of all information provided to the Trustees without any single factor being dispositive in and of itself.
Some of the factors that figured particularly in the Board of Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one
another, giving different weights to various factors. In addition, the Board of Trustees’ conclusions may be based in part on its consideration of the advisory arrangements in prior years and on the Board’s ongoing regular review of fund
performance and operations throughout the year.
Throughout the process, the Board of Trustees had the opportunity to ask questions of and request
additional information from the Investment Adviser. The Board of Trustees was assisted by legal counsel for the Trust and the Independent Trustees were also separately assisted by independent legal counsel throughout the process. The Independent
Trustees were advised by and met in executive sessions with their independent legal counsel at which no representatives of management were present to discuss the proposed continuation of the Advisory Agreement, including prior to the September 19-20, 2019 meeting.
The nature, extent, and quality of the services to be provided by the Investment Adviser.
The Board considered the portfolio management services to be provided by the Investment Adviser under the Advisory Agreement and the activities related to portfolio
management, including use of technology, research capabilities and investment management staff. The Board discussed the relevant experience and qualifications of the personnel who would provide advisory services, including the background and
experience of the members of the Fund’s portfolio management team. The Trustees reviewed the management structure, assets under management and investment philosophies and processes of the Investment Adviser, including with respect to liquidity
management. The Board also reviewed and discussed information regarding the Investment Adviser’s compliance policies, procedures and personnel, including compensation arrangements and with respect to valuation, cybersecurity, business
continuity and disaster recovery. The Board also considered the Investment Adviser’s risk management processes. The Board of Trustees took into account the terms of the Advisory Agreement and considered that, the Investment Adviser, subject to
the direction of the Board of Trustees, is responsible for providing advice and guidance with respect to the Fund and for managing the investment of the assets of the Fund. The Board of Trustees also took into account that the scope of services
provided by the Investment Adviser and the undertakings required of the Investment Adviser in connection with those services, including maintaining and monitoring its own and the Fund’s compliance program, had expanded over time as a result of
regulatory, market and other developments. In this regard, they considered the Adviser’s preparation with respect to the reporting modernization and liquidity risk management requirements required by new SEC regulations. The Board of Trustees
also considered the quality of the Investment Adviser’s compliance oversight program with respect to the Fund’s service providers. The Board of Trustees also considered both the investment advisory services and the nature, quality and
extent of any administrative and other non-advisory services, including shareholder servicing and distribution support services, provided to the Fund and its shareholders by the Investment Adviser and its
affiliates. The Board also considered the significant risks assumed by the Investment Adviser in connection with the services provided to the Fund, including entrepreneurial risk and ongoing risks including investment, operational, enterprise,
litigation, regulatory and compliance risks with respect to the Fund. The Board of Trustees also noted various cost-savings initiatives that had been implemented by the Adviser with respect to the Fund and the other funds in the Highland complex
over the years.
ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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The Board of Trustees also noted that on a regular basis it receives and reviews information from the Fund’s
Chief Compliance Officer (CCO) regarding the Fund’s compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940.
In considering the nature, extent, and quality of the services provided by the Investment Adviser, the Board also took into account its knowledge of the Investment
Adviser’s management and the quality of the performance of its duties, through discussions and reports during the preceding year and in past years.
The Board took into account the Investment Adviser’s risk assessment, monitoring process and regulatory history. The Board concluded that the Investment
Adviser had the quality and depth of personnel and investment methods essential to performing its duties under the Advisory Agreement, and that the nature and the quality of such advisory services supported the approval of the Advisory Agreement.
The Investment Adviser’s historical performance.
In considering the Fund’s performance, the Board of Trustees noted that it reviews at its regularly scheduled meetings information about the Fund’s performance results. The Board of Trustees reviewed the
historical performance of the Fund over various time periods and reflected on previous discussions regarding matters bearing on the Investment Adviser’s performance at its meetings throughout the year. The Board of Trustees discussed the
performance of the Fund and considered the relative performance of the Fund and its portfolio management team as compared to that of the Fund’s peer group as selected by FUSE, as well as comparable indices. Among other data, the Board of
Trustees also received data with respect to the Fund’s leverage and distribution rates as compared to its peer group. The Board of Trustees noted that while it found the data provided by FUSE, the independent third-party data provider,
generally useful, it recognized its limitations, including in particular that the data may vary depending on the end date selected and the results of the performance comparisons may vary depending on the selection of the peer group. The Board of
Trustees also took into account management’s discussion of the category in which the Fund was placed for comparative purposes, including any differences between the Fund’s investment strategy and the strategy of the funds in the
Fund’s respective category, as well as compared to the peer group selected by FUSE.
Among other data relating specifically to the Fund’s
performance, the Board of Trustees considered that the Fund outperformed its benchmark index, the Credit Suisse Hedge Fund USD Index, over the three and ten-year periods ended June 30, 2019; however it
underperformed over the one and five-year periods ended June 30, 2019. The Board of Trustees
took note that the Fund underperformed its peer group median over the one and five-year periods; however, it outperformed its peer group median for the
ten-year period ended June 30, 2019 and performed in line with its peer group median for the three-year period ended June 30, 2019. The Board of Trustees also considered the success of the
Fund’s 20019 rights offering and took into account management’s discussion of the Fund’s performance.
The Board of Trustees concluded
that the Fund’s overall performance and other relevant factors, including the Adviser’s actions to address any underperformance, supported the continuation of the Agreement with respect to the Fund for an additional one-year period.
The costs of the services to be provided by the Investment Adviser and the profits to be realized
by the Investment Adviser and its affiliates from the relationship with the Fund.
The Board of Trustees also gave consideration to the fees payable
under the Agreement, the expenses the Investment Adviser incur in providing advisory services and the profitability to the Investment Adviser from managing the Fund, including: (1) information regarding the financial condition of the Investment
Adviser; (2) information regarding the total fees and payments received by the Investment Adviser for its services and, with respect to the Investment Adviser, whether such fees are appropriate given economies of scale and other considerations;
(3) comparative information showing (a) the fees payable under the Agreement versus the investment advisory fees of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Fund
and (b) the expense ratios of the Fund versus the expense ratios of certain registered investment companies and comparable funds that follow investment strategies similar to those of the Fund; and (4) information regarding the total fees
and payments received and the related amounts waived and/or reimbursed by the Investment Adviser for providing administrative services with respect to the Fund under separate agreements and whether such fees are appropriate. The Board of Trustees
took into account the management fee structure, including that management fees for the Fund were based on the Fund’s total managed assets.
Among
other data, the Board of Trustees considered that the Fund’s total net expenses were equal to its peer group median, that the Fund’s net management fee (including administrative fees) was lower than its peer group median and that the
Fund’s total net expense was about equal to its peer universe. The Board of Trustees took into account management’s discussion of the Fund’s expenses. The Board of Trustees also took into consideration the amounts waived and/or
reimbursed, if any, where expense caps or advisory fee waivers had been implemented.
ADDITIONAL INFORMATION (unaudited) (concluded)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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The Board of Trustees also considered the so-called “fall-out benefits” to the Investment Adviser with respect to the Fund, such as the reputational value of serving as Investment Adviser to the Fund, potential fees paid to the Investment Adviser’s
affiliates by the Fund or portfolio companies for services provided, including administrative services provided to the Fund by the Investment Adviser pursuant to separate agreements, the benefits of scale from investment by the Fund in affiliated
funds, and the benefits of research made available to the Investment Adviser by reason of brokerage commissions (if any) generated by the Fund’s securities transactions. The Board of Trustees concluded that the benefits received by the
Investment Adviser and its affiliates were reasonable in the context of the relationship between the Investment Adviser and the Fund.
After such review,
the Board of Trustees determined that the profitability to the Investment Adviser and its affiliates from their relationship with the Fund was not excessive.
The extent to which economies of scale would be realized as the Fund grows and whether fee levels reflect these economies of scale for the benefit of shareholders.
The Board considered the effective fee under the Advisory Agreement for the Fund as a percentage of assets at different asset levels and possible economies of scale
that may be realized if the assets of the Fund grow. The Board noted that the Fund does not currently contain breakpoints in its advisory fee schedule. The Board considered the Investment Adviser’s discussion of the Fund’s advisory fee
structure. The Board also noted that the Fund’s contractual advisory fee is in line with its peer universe at all asset levels. The Board of Trustees concluded that the fee structures are reasonable, and with respect to the Investment Adviser,
should result in a sharing of economies of scale in view of the information
provided. The Board determined to continue to review ways, and the extent to which, economies of scale might be shared between the Investment Adviser on the one hand and shareholders of the Fund
on the other.
Conclusion.
Following a further
discussion of the factors above, it was noted that in considering the approval of the Advisory Agreement, no single factor was determinative to the decision of the Board of Trustees. Rather, after weighing all factors and considerations, including
those discussed above, the Board of Trustees, including separately, the Independent Trustees, unanimously agreed that the Advisory Agreement, including the advisory fee to be paid to the Investment Adviser, is fair and reasonable to the Fund in
light of the services that the Investment Adviser proposes to provide, the expenses that it incurs and the reasonably foreseeable asset levels of the Fund.
Submission of Proposal to a Vote of Shareholders
The annual meeting of shareholders of the Fund was held on
June 14, 2019. The following is a summary of the proposal submitted to shareholders for a vote at the meeting and the votes cast.
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Proposal
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Votes For
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Votes
Withheld
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To elect Ethan Powell as a Class I Trustee of the Fund, to serve for a three-year term expiring at the 2022 Annual
Meeting.
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27,074,216
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1,340,429
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To elect Bryan A. Ward as a Class I Trustee of the Fund, to serve for a three-year term expiring at the 2022 Annual
Meeting.
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27,298,971
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1,115,674
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In addition to the two Trustees who were elected at the annual meeting, as noted above, the following other Trustees continued in
office after the Fund’s annual meeting: Dr. Bob Froehlich, Dustin Norris, Ethan Powell and Bryan A. Ward.
ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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Trustees and
Officers
The Board provides broad oversight of the operations and
affairs of the Funds and protects the interests of shareholders. The Board has overall responsibility to manage and control the business affairs of the Funds, including the complete and exclusive authority to establish policies regarding the
management, conduct and operation of the Funds’ business. The names and birthdates of the Trustees and officers of the Funds, the year each was first elected or appointed to office, their principal business occupations during the last five
years, the number of funds overseen by each Trustee and other directorships or trusteeships they hold are shown below. The business address for each Trustee and officer of the Funds is c/o Highland Capital Management Fund Advisors, L.P., 300
Crescent Court, Suite 700, Dallas, Texas 75201.
The “Highland Funds Complex,” as referred to herein, consists of: the Fund, each series of
Highland Funds I (“HFI”), each series of Highland Funds II (“HFII”), Highland Global Allocation Fund (“GAF”), Highland Income Fund (formerly, Highland Floating Rate Opportunities Fund) (“HFRO”), NNexPoint
Event-Driven Fund (“NEDF”), NexPoint Latin American Opportunities Fund (“NLAF”), NexPoint Real Estate Strategies Fund (“NRESF”), NexPoint Strategic Income Fund (“NSIF”), NexPoint Energy and Materials
Opportunities Fund (“NEMO”), NexPoint Discount Strategies Fund (“NDSF”), NexPoint Healthcare Opportunities Fund (“NHOF”, and together with NEDF, NLAF, NRESF, NSIF, NEMO and NDSF, the “Interval Funds”), and
NexPoint Capital, Inc. (the “BDC”), a closedend management investment company that has elected to be treated as a business development company under the 1940 Act.
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Name and
Date of Birth
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|
Position(s)
with the
Fund
|
|
Term of
Office1 and
Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios in
the
Highland
Funds
Complex
Overseen
by the
Trustee
|
|
Other
Directorships/
Trusteeships
Held During the
Past
Five Years
|
|
Experience,
Qualifications,
Attributes, Skills for
Board
Membership
|
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Independent Trustees
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Dr. Bob Froehlich (4/28/1953)
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Trustee
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3 year term (expiring at 2020 annual meeting). Trustee since December 2013.
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Retired.
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20
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|
Trustee of ARC Realty Finance Trust, Inc. (from January 2013 to May 2016); Director of KC Concessions, Inc. (since January 2013); Trustee of Realty Capital
Income Funds Trust (from January 2014 to December 2016); Director of American Realty Capital Healthcare Trust II (from January 2013 to June 2016); Director, American Realty Capital Daily Net Asset Value Trust, Inc. (from November 2012 to July 2016);
Director of American Sports Enterprise, Inc. (since January 2013); Director of Davidson Investment Advisors (from July 2009 to July 2016); Chairman and owner, Kane County Cougars Baseball Club (since January 2013); Advisory Board of Directors,
Internet Connectivity Group, Inc. (from January 2014 to April 2016); Director of AXAR
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Significant experience in the financial industry; significant managerial and executive experience; significant experience on other boards of directors,
including as a member of several audit committees.
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ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
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Trustees and
Officers
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|
Name and
Date of Birth
|
|
Position(s)
with the
Fund
|
|
Term of
Office1 and
Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios in
the
Highland
Funds
Complex
Overseen
by the
Trustee
|
|
Other
Directorships/
Trusteeships
Held During the
Past
Five Years
|
|
Experience,
Qualifications,
Attributes, Skills for
Board
Membership
|
|
|
|
Independent Trustees
|
|
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|
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Acquisition Corp. (formerly AR Capital Acquisition Corp.) (from October 2014 to October 2017); Director of The Midwest League of Professional Baseball Clubs,
Inc.; Director of Kane County Cougars Foundation, Inc.; Director of Galen Robotics, Inc.; Chairman and Director of FC Global Realty, Inc. (from May 2017 to June 2018); Chairman; Director of First Capital Investment Corp. (from March 2017 to March
2018); and Director and Special Advisor to Vault Data, LLC (since February 2018).
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John Honis2 (6/16/1958)
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Trustee
|
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3 year term (expiring at 2021 annual meeting). Trustee since July 2013.
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President of Rand Advisors, LLC since August 2013; and Partner of Highland Capital Management, L.P. (“HCMLP”) from February 2007 until his resignation in November
2014.
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20
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Manager of Turtle Bay Resort, LLC (August 2011 — December 2018); Manager of American Home Patient (November 2011 to February 2016).
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Significant experience in the financial industry; significant managerial and executive experience, including experience as president, chief executive officer
or chief restructuring officer of five telecommunication firms; experience on other boards of directors.
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ADDITIONAL INFORMATION (unaudited) (continued)
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December 31, 2019
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NexPoint Strategic Opportunities Fund
|
Trustees and
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Date of Birth
|
|
Position(s)
with the
Fund
|
|
Term of
Office1 and
Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios in
the
Highland
Funds
Complex
Overseen
by the
Trustee
|
|
Other
Directorships/
Trusteeships
Held During the
Past
Five Years
|
|
Experience,
Qualifications,
Attributes, Skills for
Board
Membership
|
|
|
|
Independent Trustees
|
|
|
|
|
|
|
|
|
|
Ethan Powell3 (6/20/1975)
|
|
Trustee; Chairman of the Board
|
|
3 year term (expiring at 2022 annual meeting). Trustee since December 2013; Chairman of the Board since December 2013; and Executive Vice President and Principal Executive
Officer from June 2012 until December 2015.
|
|
CEO, Chairman and Founder of Impact Shares LLC since December 2015; Trustee/Director of the Highland Funds Complex from June 2012 until July 2013 and since December 2013;
Chief Product Strategist of HCMFA from 2012 until December 2015; Senior Retail Fund Analyst of HCMLP from 2007 until December 2015 and HCMFA from its inception until December 2015; President and Principal Executive Officer of NHF from June 2012
until May 2015; Secretary of NHF from May 2015 until December 2015; Executive Vice President and Principal Executive Officer of HFI and HFII from June 2012 until December 2015; and Secretary of HFI and HFII from November 2010 to May
2015.
|
|
20
|
|
Trustee of Impact Shares Funds I Trust
|
|
Significant experience in the financial industry; significant executive experience including past service as an officer of funds in the Highland Funds
Complex; significant administrative and managerial experience.
|
|
|
|
|
|
|
|
|
|
Bryan A. Ward (2/4/1955)
|
|
Trustee
|
|
3 year term (expiring at 2022 annual meeting). Trustee since May 2006.
|
|
Senior Advisor, CrossFirst Bank since April 2019; Private Investor, BW Consulting, LLC since 2014; Senior Manager, Accenture, LLP (a consulting firm) from 1991 until
retirement in 2014.
|
|
20
|
|
Director of Equity Metrix, LLC
|
|
Significant experience in the financial industry; significant executive experience including past service as an officer of funds in the Highland Funds
Complex; significant administrative and managerial experience.
|
ADDITIONAL INFORMATION (unaudited) (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Trustees and
Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Date of Birth
|
|
Position(s)
with the
Fund
|
|
Term of
Office1 and
Length of
Time Served
|
|
Principal Occupation(s)
During Past Five Years
|
|
Number of
Portfolios in
the
Highland
Funds
Complex
Overseen
by the
Trustee
|
|
Other
Directorships/
Trusteeships
Held During the
Past
Five Years
|
|
Experience,
Qualifications,
Attributes, Skills for
Board
Membership
|
|
|
|
Interested Trustee
|
|
|
|
|
|
|
|
|
|
Dustin Norris (1/6/1984)
|
|
Trustee
|
|
Initial 3 year term (expiring at 2021 annual meeting). Trustee since February 2018; Executive Vice President since April 2019
|
|
Head of Distribution and Chief Product Strategist at NexPoint since March 2019; President of NexPoint Securities, Inc. (formerly, Highland Capital Funds Distributor, Inc.)
since April 2018; Head of Distribution at HCMFA from November 2017 until March 2019; Secretary of HFRO, GAF, HFI and HFII from October 2017 until April 2019; Assistant Secretary of HFRO and GAF II from August 2017 to October 2017; Chief Product
Strategist at HCMFA from September 2015 to March 2019; Director of Product Strategy at HCMFA from May 2014 to September 2015; Assistant Secretary of HFI and HFII from March 2017 to October 2017; Secretary of NHF from December 2015 until April 2019;
Assistant Treasurer of NexPoint Real Estate Advisors, L.P. since May 2015; Assistant Treasurer of NexPoint Real Estate Advisors II, L.P. since June 2016; Assistant Treasurer of HFI and HFII from November 2012 to March 2017; Assistant Treasurer of
NHF from November 2012 to December 2015; Secretary of the BDC from 2014 until April 2019; and Secretary of the Interval Funds from March 2016 until April 2019.
|
|
20
|
|
None
|
|
Significant experience in the financial industry; significant managerial and executive experience, including experience as an officer of the Highland Funds
Complex since 2012.
|
ADDITIONAL INFORMATION (unaudited) (continued)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Trustees and
Officers
|
1
|
On an annual basis, as a matter of Board policy, the Governance and Compliance Committee reviews each Trustee’s performance and determines whether
to extend each such Trustee’s service for another year. Effective June 2013, the Board adopted a retirement policy wherein the Governance and Compliance Committee shall not recommend the continued service as a Trustee of a Board member who is
older than 80 years of age at the time the Governance and Compliance Committee reports its findings to the Board.
|
|
2
|
Since May 1, 2015, Mr. Honis has been treated as an Independent Trustee of the Trust. Prior to that date, Mr. Honis was treated as an
Interested Trustee because he was a partner of an investment adviser affiliated with the Adviser until his resignation in November 2014. As of May 31, 2019, Mr. Honis was entitled to receive aggregate severance and/or deferred compensation
payments of approximately $390,000 from another affiliate of the Adviser. Mr. Honis also serves as a director of a portfolio company affiliated with the Adviser.
|
|
|
In addition, Mr. Honis serves as a trustee of a trust that owns substantially all of the economic interest in an investment adviser affiliated with
the Adviser. Mr. Honis indirectly receives an asset-based fee in respect of such interest, which is projected to range from $450,000-$550,000 annually. Additionally, an investment adviser controlled by
Mr. Honis has entered into a shared services arrangement with an affiliate of the Adviser, pursuant to which the affiliate provides back office support in exchange for approximately $50,000 per quarter. The affiliated adviser was paid $147,000
and $208,000 in 2017 and 2018, respectively. In light of these relationships between Mr. Honis and affiliates of the Adviser, it is possible that the SEC might in the future determine Mr. Honis to be an interested person of the Trust.
|
|
3
|
Prior to December 8, 2017, Mr. Powell was treated as an Interested Trustee of the Trust for all purposes other than compensation and the
Trust’s code of ethics.
|
|
|
|
|
|
|
|
|
|
Name and
Date of Birth
|
|
Position(s)
with the Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During Past Five Years
|
|
|
|
Officers
|
|
|
|
|
|
|
James Dondero (6/29/1962)
|
|
President (Principal Executive Officer)
|
|
Indefinite Term; President since May 2015
|
|
Co-founder of HCM; Chairman of the Board of NexPoint Residential Trust, Inc. since 2015; NexPoint Hospitality Trust, NexPoint Real Estate Finance, Inc., Jernigan Capital,
Inc., Texmark Timber Treasury, L.P., Cornerstone Healthcare Group, Metro-Goldwyn-Mayer and SeaOne Holdings, LLC; Portfolio Manager of NHF; GAF; Highland Energy MLP Fund, Highland Small-Cap Equity Fund and Highland Socially Responsible Equity Equity
Fund (each a series of HFII); Highland Opportunistic Credit Fund (series of HFI); the BDC; and the Interval Funds.
|
|
|
|
|
|
|
Frank Waterhouse (4/14/1971)
|
|
Treasurer, Principal Accounting Officer, Principal Financial Officer and Principal Executive Officer
|
|
Indefinite Term; Treasurer since May 2015. Principal Financial Officer and Principal Accounting Officer since October 2017. Principal Executive Officer since February
2018.
|
|
Partner and Chief Financial Officer of HCMLP; Treasurer of the Highland Funds Complex since May 2015.
|
|
|
|
|
|
|
Clifford Stoops (11/17/1970)
|
|
Assistant Treasurer
|
|
Indefinite Term; Assistant Treasurer since March 2017.
|
|
Chief Accounting Officer at HCMLP; Assistant Treasurer of the Highland Funds Complex since March 2017.
|
|
|
|
|
|
|
Jason Post
(1/9/1979)
|
|
Chief Compliance Officer
|
|
Indefinite Term; Chief Compliance Officer since September 2015.
|
|
Chief Compliance Officer for HCMFA and NexPoint since September 2015; Chief Compliance Officer and Anti-Money Laundering Officer of the Highland Funds Complex since
September 2015. Prior to his current role at HCMFA and NexPoint, Mr. Post served as Deputy Chief Compliance Officer and Director of Compliance for HCMLP.
|
ADDITIONAL INFORMATION (unaudited) (concluded)
|
|
|
|
|
|
|
|
December 31, 2019
|
|
NexPoint Strategic Opportunities Fund
|
Trustees and
Officers
|
|
|
|
|
|
|
|
|
Name and
Date of Birth
|
|
Position(s)
with the Fund
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During Past Five Years
|
|
|
|
|
|
|
Dustin Norris
(1/6/1984)
|
|
Executive Vice President; Trustee
|
|
Indefinite Term; Executive Vice President since April 2019; Trustee since February 2018
|
|
Head of Distribution and Chief Product Strategist at NexPoint since March 2019; President of NexPoint Securities, Inc. since April 2018; Head of Distribution at HCMFA from
November 2017 until March 2019; Chief Product Strategist at HCMFA from September 2015 to March 2019; Director of Product Strategy at HCMFA from May 2014 to September 2015; Officer of the Highland Funds Complex since November 2012.
|
|
|
|
|
|
|
Lauren Thedford (1/7/1989)
|
|
Secretary since April 2019
|
|
Indefinite Term: Secretary since April 2019
|
|
Associate General Counsel at HCMLP since September 2017; In-House Counsel at HCMLP from January 2015 until September 2017; Secretary
of the Highland Funds Complex since April 2019.
|
IMPORTANT INFORMATION ABOUT THIS REPORT
Investment Adviser
NexPoint Advisors, L.P.
200 Crescent Court, Suite 700
Dallas, TX 75201
Transfer Agent
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Custodian
The Bank of New York Mellon
240 Greenwich Street
New York, New York 10286
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
2121 N.
Pearl Street, Suite 2000,
Dallas, TX 75201
Fund
Counsel
K&L Gates LLP
1 Lincoln Street
Boston, MA 02111
This report has been prepared for shareholders of NexPoint Strategic Opportunities Fund (the “Fund”). The
Fund mails one shareholder report to each shareholder address. If you would like more than one report, please call shareholder services at
1-866-351-4440 to request that additional reports be sent to you.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to its portfolio securities, and the Fund’s proxy voting records for the most recent 12-month period ended December 31, are available (i) without charge, upon request, by calling
1-866-351-4440 and (ii) on the Securities and Exchange Commission’s website at http://www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT within sixty days after
the end of the period. The Fund’s Forms N-PORT are available on the SEC’s website at http://www.sec.gov. Shareholders may also obtain the Form N-PORT by visiting the Fund’s website at www.NexPointAdvisors.com.
On June 28, 2018, the Fund submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the Fund’s principal executive
officer certified that he was not aware, as of the date, of any violation by the Fund of the NYSE’s Corporate Governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules,
the Fund’s principal executive officer and principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q
relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting, as applicable.
The
Statement of Additional Information includes additional information about the Fund’s Trustees and is available upon request without charge by calling 1-866-351-4440.
THIS PAGE LEFT BLANK INTENTIONALLY
NexPoint Strategic Opportunities Fund
6201 15th Avenue
Brooklyn, NY 11219
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NexPoint Strategic Opportunities Fund
|
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Annual Report, December 31, 2019
|
|
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www.nexpointfunds.com
|
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NHF-AR-1219
|
Item 2. Code of Ethics.
(a)NexPoint Strategic Opportunities Fund (the "Registrant"), as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party.
(b)Not applicable.
(c)There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the
Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, and that relates to any element of the code of ethics description.
(d)The Registrant has not granted any waiver, including any implicit waiver, from a provision of the code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item's instructions.
(e)Not applicable.
(f)The Registrant's code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed herewith as Exhibit (a)(1).
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the Registrant's Board of Trustees (the "Board") has determined that Bryan A. Ward, a member of the Audit & Qualified Legal Compliance Committee of the Board (the "Audit Committee"), is an audit committee financial expert as defined by the U.S. Securities and Exchange Commission (the "SEC") in Item 3 of Form N-CSR. Mr. Ward is "independent" as defined by the SEC for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a)The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $320,500 for the fiscal year ended December 31, 2018 and $365,000 for the fiscal year ended December 31, 2019.
Audit-Related Fees
(b)The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item are $8,500 for the fiscal year ended December 31, 2018 and $28,000 for the fiscal year ended December 31, 2019. The nature of the services related to agreed-upon procedures performed on the issuance of the auditors' reports in connection with the Registrant's 17F-2 security counts.
Tax Fees
(c)The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $15,280 for the fiscal year ended December 31, 2018 and $21,600 for the fiscal year ended December 31, 2019. The nature of the services related to assistance on the Registrant's tax returns and excise tax calculations.
All Other Fees
(d)The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for the fiscal year ended December 31, 2018 and $0 for the fiscal year ended December 31, 2019.
(e)(1) Disclose the Audit Committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X:
The Audit Committee shall:
(a)have direct responsibility for the appointment, compensation, retention and oversight of the Registrant's independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors; and
(b)review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Registrant and all non-audit services to be provided by the independent auditors to the Registrant's investment adviser or any entity controlling, controlled by or under common control with the investment adviser (an "Adviser Affiliate") that provides ongoing services to the Registrant, if the engagement relates directly to the operations and financial reporting of the Registrant; and
(c)establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre- approval policies and procedures for such services; and
(d)review and consider whether the independent auditors' provision of any non-audit services to the Registrant, the Registrant's investment adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b)100%
(c)100%
(d)N/A
(f)The percentage of hours expended on the principal accountant's engagement to audit the Registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g)The aggregate non-audit fees billed by the Registrant's principal accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and an Adviser Affiliate that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant was $375,500 for the fiscal year ended December 31, 2018 and $575,000 for the fiscal year ended December 31, 2019.
(h)The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to the
Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and an Adviser Affiliate that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
Item 5. Audit Committee of Listed Registrants.
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It is composed of the following Trustees, each of whom is not an "interested person" as defined in the 1940 Act:
Dr. Bob Froehlich
Timothy K. Hui*
Ethan Powell
Bryan A. Ward
*During the period covered by the report Timothy K. Hui was a member of the Audit Committee. Effective March 1, 2019, Mr. Hui retired and Ethan Powell was appointed to the Audit Committee. Mr. Powell is not an "interested person" as defined in the 1940 Act.
Item 6. Investments.
(a)Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the 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.
NEXPOINT ADVISORS, L.P.
PROXY VOTING POLICY
Purpose and Scope
The purpose of these voting policies and procedures (the "Policy") is to set forth the principles and procedures by which NexPoint (the "Company") votes or gives consents with respect to the securities owned by Clients for which the Company exercises voting authority and discretion.1 For avoidance of
1In any case where a Client has instructed the Company to vote in a particular manner on the Client's behalf, those instructions will govern in lieu of parameters set forth in the Policy.
doubt, this includes any proxy and any shareholder vote or consent, including a vote or consent for a private company or other issuer that does not involve a proxy. These policies and procedures have been designed to help ensure that votes are cast in the best interests of Clients in accordance with the Company's fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 (the "Advisers Act").
This Policy applies to securities held in all Client accounts (including Retail Funds and other pooled investment vehicles) as to which the Company has explicit or implicit voting authority. Implicit voting authority exists where the Company's voting authority is implied by a general delegation of investment authority without reservation of proxy voting authority to the Client.
If the Company has delegated voting authority to an investment sub-adviser with respect to any Retail Fund, such sub-adviser will be responsible for voting all proxies for such Retail Funds in accordance with the sub-adviser's proxy voting policies. The Compliance Department, to provide oversight over the proxy voting by sub-advisers and to ensure that votes are executed in the best interests of the Retail Funds, shall (i) review the proxy voting policies and procedures of each Retail Fund sub-adviser to confirm that they comply with Rule 206(4)-6, both upon engagement of the sub-adviser and upon any material change to the sub-adviser's proxy voting policies and procedures, and (ii) require each such sub-adviser to provide quarterly certifications that all proxies were voted pursuant to the sub-adviser's policies and procedures or to describe any inconsistent votes.
General Principles
The Company and its affiliates engage in a broad range of activities, including investment activities for their own accounts and for the accounts of various Clients and providing investment advisory and other services to Clients. In the ordinary course of conducting the Company's activities, the interests of a Client may conflict with the interests of the Company, other Clients and/or the Company's affiliates and their clients. Any conflicts of interest relating to the voting of proxies, regardless of whether actual or perceived, will be addressed in accordance with these policies and procedures. The guiding principle by which the Company votes all proxies is to vote in the best interests of each Client by maximizing the economic value of the relevant Client's holdings, taking into account the relevant Client's investment horizon, the contractual obligations under the relevant advisory agreements or comparable documents and all other relevant facts and circumstances at the time of the vote. The Company does not permit voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle.
Voting Procedures
Third-Party Proxy Advisors
The Company may engage a third-party proxy advisor ("Proxy Advisor") to provide proxy voting recommendations with respect to Client proxies. Proxy Advisor voting recommendation guidelines are generally designed to increase investors' potential financial gain. When considering whether to retain or continue retaining any particular Proxy Advisor, the Compliance Department will ascertain, among other things, whether the Proxy Advisor has the capacity and competency to adequately analyze proxy issues. In this regard, the Compliance Department will consider, among other things: the adequacy and quality of the Proxy Advisor's staffing and personnel; the robustness of its policies and procedures regarding its ability to (a) ensure that its proxy voting recommendations are based on current and accurate information and (b) identify and address any conflicts of interest and any other considerations that the Compliance Department determines would be appropriate in considering the nature and quality of the services provided by the Proxy Advisor. To identify and address any conflicts that may arise on the part of the Proxy Advisor, the Compliance Department will ensure that the Proxy Advisor notifies the Compliance Department of any relevant business changes or changes to its policies and procedures regarding conflicts.
Third-Party Proxy Voting Services
The Company may utilize a third-party proxy voting service ("Proxy Voting Service") to monitor holdings in Client accounts for purposes of determining whether there are upcoming shareholder meetings or similar corporate actions and to execute Client proxies on behalf of the Company pursuant to the Company's instructions, which shall be given in a manner consistent with this Policy. The Compliance Department will oversee each Proxy Voting Service to ensure that proxies have been voted in a manner consistent with the Company's instructions.
Monitoring
Subject to the procedures regarding Nonstandard Proxy Notices described below, the Compliance Department of the Company shall have responsibility for monitoring Client accounts for proxy notices. Except as detailed below, if proxy notices are received by other employees of the Company, such employees must promptly forward all proxy or other voting materials to the Compliance Department.
Portfolio Manager Review and Instruction
From time to time, the settlement group of the Company may receive nonstandard proxy notices, regarding matters including, but not
limited to, proposals regarding corporate actions or amendments ("Nonstandard Proxy Notices") with respect to securities held by Clients. Upon receipt of a Nonstandard Proxy Notice, a member of the settlement group (the "Settlement Designee") shall send an email notification
containing all relevant information to the Portfolio Manager(s) with responsibility for the security and [.com]. Generally, the relevant Portfolio Manager(s) shall deliver voting instructions for Nonstandard Proxy Notices by replying to the email notice sent to the
|
|
|
|
|
|
Portfolio Manager(s) and [
|
.com] by the Settlement Designee or by sending voting instructions to [
|
.com] and
|
|
[
|
.com]. Any conflicts for Nonstandard Proxy Notices should also be disclosed to the Compliance Department. In the event a
|
Portfolio Manager orally conveys voting instructions to the Settlement Designee or any other member of the Company's settlement group,
|
that Settlement Designee or member of the Company's settlement group shall respond to the original notice email sent to [
|
.com]
|
|
detailing the Portfolio Manager(s) voting instructions.
|
|
With regard to standard proxy notices, on a weekly basis, the Compliance Department will send a notice of upcoming proxy votes related to securities held by Clients and the corresponding voting recommendations of the Proxy Advisor to the relevant Portfolio Manager(s). Upon receipt of a proxy notice from the Compliance Department, the Portfolio Manager(s) will review and evaluate the upcoming votes and recommendations. The Portfolio Managers may rely on any information and/or research available to him or her and may, in his or her discretion, meet with members of an issuer's management to discuss matters of importance to the relevant Clients and their economic interests. Should the Portfolio Manager determine that deviating from the Proxy Advisor's recommendation is in a Client's best interest, the Portfolio Manager shall communicate his or her voting instructions to the Compliance Department.
In the event that more than one Portfolio Manager is responsible for making a particular voting decision and such Portfolio Managers are unable to arrive at an agreement as to how to vote with respect to a particular proposal, they should consult with the applicable Chief Compliance Officer (the "CCO") for guidance.
Voting
Upon receipt of the relevant Portfolio Managers' voting instructions, if any, the Compliance Department will communicate the instructions to the Proxy Voting Service to execute the proxy votes.
Non-Votes
It is the general policy of the Company to vote or give consent on all matters presented to security holders in any vote, and these policies and procedures have been designated with that in mind. However, the Company reserves the right to abstain on any particular vote if, in the judgment of the CCO, or the relevant Portfolio Manager, the effect on the relevant Client's economic interests or the value of the portfolio holding is insignificant in relation to the Client's portfolio, if the costs associated with voting in any particular instance outweigh the benefits to the relevant Clients or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Clients not to vote. Such determination may apply in respect of all Client holdings of the securities or only certain specified Clients, as the Company deems appropriate under the circumstances. As examples, a Portfolio Manager may determine: (a) not to recall securities on loan if, in his or her judgment, the matters being voted upon are not material events affecting the securities and the negative consequences to Clients of disrupting the securities lending program would outweigh the benefits of voting in the particular instance or (b) not to vote proxies relating to certain foreign securities if, in his or her judgment, the expense and administrative inconvenience outweighs the benefits to Clients of voting the securities.
Conflicts of Interest
The Company's Compliance Department is responsible for monitoring voting decisions for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions contrary to the recommendation of a Proxy Advisor require a mandatory conflicts of interest review by the Compliance Department, which will include a consideration of whether the Company or any Portfolio Manager or other person recommending or providing input on how to vote has an interest in the vote that may present a conflict of interest.
In addition, all Company investment professionals are expected to perform their tasks relating to the voting of proxies in accordance with the principles set forth above, according the first priority to the best interest of the relevant Clients. If at any time a Portfolio Manager or any other investment professional becomes aware of a potential or actual conflict of interest regarding any particular voting decision, he or she must contact the Compliance Department promptly and, if in connection with a proxy that has yet to be voted, prior to such vote. If any investment professional is pressured or lobbied, whether from inside or outside the Company, with respect to any particular voting decision, he or she should contact the Compliance Department promptly. The CCO will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the relevant Clients.
In the event of a conflict, the Company may choose to address such conflict by: (i) voting in accordance with the Proxy Advisor's recommendation; (ii) the CCO determining how to vote the proxy (if the CCO approves deviation from the Proxy Advisor's recommendation, then the CCO shall document the rationale for the vote); (iii) "echo voting" or "mirror voting" the proxy in the same proportion as the votes of other proxy holders that are not Clients; or (iv) with respect to Clients other than Retail Funds, notifying the affected Client of the material conflict of interest and seeking a waiver of the conflict or obtaining such Client's voting instructions. Where the Compliance Department deems appropriate, third parties may be used to help resolve conflicts. In this regard, the CCO or his or her
delegate shall have the power to retain fiduciaries, consultants or professionals to assist with voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals.
Where a conflict of interest arises with respect to a voting decision for a Retail Fund, the Company shall disclose the conflict and the rationale for the vote taken to the Retail Fund's Board of Directors/Trustees at the next regularly scheduled quarterly meeting. The Compliance Department will maintain a log documenting the basis for the decision and will furnish the log to the Board of Trustees.
Material Conflicts of Interest
The following relationships or circumstances are examples of situations that may give rise to a material conflict of interest for
purposes of this Policy. This list is not exclusive or determinative; any potential conflict (including payments of the types described below but less than the specified threshold) should be identified to the Company's Compliance Department:
(i)The issuer is a Client of the Company, or of an affiliate, accounting for more than 5% of the Company's or affiliate's annual revenues.
(ii)The issuer is an entity that reasonably could be expected to pay the Company or its affiliates more than $1 million through the end of the Company's next two full fiscal years.
(iii)The issuer is an entity in which a "Covered Person" (as defined in the Company's Policies and Procedures Designed to Detect and Prevent Insider Trading and to Comply with Rule 17j-1 of the Investment Company Act of 1940, as amended (the "Code of Ethics")) has a beneficial interest contrary to the position held by the Company on behalf of Clients.
(iv)The issuer is an entity in which an officer or partner of the Company or a relative of any such person is or was an officer, director or employee, or such person or relative otherwise has received more than $150,000 in fees, compensation and other payment from the issuer during the Company's last three fiscal years; provided, however, that the Compliance Department may deem such a relationship not to be a material conflict of interest if the Company representative serves as an officer or director of the issuer at the direction of the Company for purposes of seeking control over the issuer.
(v)The matter under consideration could reasonably be expected to result in a material financial benefit to the Company or its affiliates through the end of the Company's next two full fiscal years (for example, a vote to increase an investment advisory fee for a Retail Fund advised by the Company or an affiliate).
(vi)Another Client or prospective Client of the Company, directly or indirectly, conditions future engagement of the Company on voting proxies in respect of any Client's securities on a particular matter in a particular way.
(vii)The Company holds various classes and types of equity and debt securities of the same issuer contemporaneously in different Client portfolios.
(viii)Any other circumstance where the Company's duty to serve its Clients' interests, typically referred to as its "duty of loyalty," could be compromised.
Notwithstanding the foregoing, a conflict of interest described above shall not be considered material for the purposes of this Policy in respect of a specific vote or circumstance if:
The securities in respect of which the Company has the power to vote account for less than 1% of the issuer's outstanding voting securities, but only if: (i) such securities do not represent one of the 10 largest holdings of such issuer's outstanding voting securities and (ii) such securities do not represent more than 2% of the Client's holdings with the Company.
The matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a bankruptcy or threatened bankruptcy of the issuer.
Recordkeeping
Following the submission of a proxy vote, the Registrant will maintain a report of the vote and all relevant documentation.
The Registrant shall retain records relating to the voting of proxies and the Company shall conduct due diligence, including on Proxy Voting Services and Proxy Advisors, as applicable, to ensure the following records are adequately maintained by the appropriate party:
(i)Copies of this Policy and any amendments thereto.
(ii)A current copy of the Proxy Advisor's voting guidelines, as amended.
(iii)A copy of each proxy statement that the Company receives regarding Client securities. The Company may rely on a third party to make and retain, on the Company's behalf, a copy of a proxy statement, provided that the Company has obtained an undertaking from the third party to provide a copy of the proxy statement promptly upon request.
(iv)Records of each vote cast by the Company on behalf of Clients. The Company may satisfy this requirement by relying on a third party to make and retain, on the Company's behalf, a record of the vote cast, provided that the Company has obtained an undertaking from the third party to provide a copy of the record promptly upon request.
(v)A copy of any documents created by the Company that were material to making a decision how to vote or that memorializes the basis for that decision.
(vi)A copy of each written request for information on how the Company voted proxies on behalf of the Client, and a copy of any written response by the Company to any (oral or written) request for information on how the Company voted.
These records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the Company's fiscal year during which the last entry was made in the records, the first two years in an appropriate office of the Company.2
Enforcement of this Policy
It shall be the responsibility of the Compliance Department to handle or coordinate the enforcement of this Policy. The Compliance Department will periodically sample proxy voting records to ensure that proxies have been voted in accordance with this Policy, with a particular focus on any proxy votes that require additional analysis (e.g., proxies voted contrary to the recommendations of a Proxy Advisor).
2If the Company has essentially immediate access to a book or record (on the Company's proprietary system or otherwise) through a computer located at an appropriate office of the Company, then that book or record will be considered to be maintained at an appropriate office of the Company. "Immediate access" to books and records includes that the Company has the ability to provide promptly to Securities and Exchange Commission (the "SEC") examination staff hard copies of the books and records or access to the storage medium. The party responsible for the applicable books and records as described above shall also be responsible for ensuring that those books and records for the first two years are either physically maintained in an appropriate office of the Company or that the Company otherwise has essentially immediate access to the required books and records for the first two years.
If the Compliance Department determines that a Proxy Advisor or Proxy Voting Service may have committed a material error, the Compliance Department will investigate the error, taking into account the nature of the error, and seek to determine whether the Proxy Advisor or Proxy Voting Service is taking reasonable steps to reduce similar errors in the future.
In addition, no less frequently than annually, the Compliance Department will review the adequacy of this Policy to ensure that it has been implemented effectively and to confirm that this Policy continues to be reasonably designed to ensure that proxies are voted in the best interest of Clients.
Disclosures to Clients and Investors
The Company includes a description of its policies and procedures regarding proxy voting in Part 2 of Form ADV, along with a statement that Clients can contact the CCO to obtain a copy of these policies and procedures and information about how the Company voted with respect to a Client's securities. This Policy is, however, subject to change at any time without notice.
As a matter of policy, the Company does not disclose how it expects to vote on upcoming proxies. Additionally, the Company does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
The Registrant's portfolio manager, who is primarily responsible for the day-to-day management of the Registrant's portfolio, is James Dondero.
James Dondero — Mr. Dondero has over 25 years of experience in credit markets. In addition to his role at NexPoint Advisors, L.P. ("NexPoint" or the "Adviser"), Mr. Dondero is the co-founder Highland Capital Management, L.P. ("HCMLP") and NexPoint Advisors, L.P. Mr. Dondero has over 30 years of experience investing in credit and equity markets and has helped pioneer credit asset classes. Prior to founding HCMLP in 1993, Mr. Dondero served as Chief Investment Officer of Protective Life's GIC subsidiary and helped grow the business from concept to over $2 billion between 1989 and 1993. His portfolio management experience includes mortgage-backed securities, investment grade corporates, leveraged bank loans, high-yield bonds, emerging market debt, real estate, derivatives, preferred stocks and common stocks. From 1985 to 1989, he managed approximately $1 billion in fixed income funds for American Express. Mr. Dondero received a BS in Commerce (Accounting and Finance) from the University of Virginia, and is a Certified Managerial Accountant. Mr. Dondero has earned the right to use the Chartered Financial Analyst designation. He also serves as President of NexPoint Capital, Inc., NexPoint Real Estate Strategies Fund and NexPoint Healthcare Opportunities Fund. Mr. Dondero currently serves as Chairman of NexBank SSB and
NexPoint Residential Trust, Inc. and serves on the Board of Directors of Metro-Goldwyn-Mayer, NexPoint Hospitality Trust, NexPoint Real Estate Finance, Inc., Jernigan Capital, Inc., Cornerstone Healthcare Group, SeaOne Holdings, LLC and Texmark Timber Treasury, L.P.
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
Other Accounts Managed by Portfolio Manager(s) or Management Team Member
The following table provides information about funds and accounts, other than the Registrant, for which the Registrant's portfolio manager is primarily responsible for the day-to-day portfolio management as of December 31, 2019.
James Dondero
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# of Accounts
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Total Assets with
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|
|
|
|
|
|
|
|
|
Managed with
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|
|
Performance-
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|
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Total
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|
|
|
|
Performance-
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|
|
Based
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Type of Accounts
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# of Accounts
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|
|
Total Assets
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Based
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|
|
Advisory Fee
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|
|
Managed
|
|
|
(millions)
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Advisory Fee
|
|
|
(millions)
|
|
Registered Investment Companies:
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|
|
11
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|
|
$
|
1,508
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|
1
|
|
$
|
|
88
|
|
|
Other Pooled Investment Vehicles:
|
|
|
|
1
|
|
$
|
1,974
|
1
|
$
|
1,974
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|
|
Other Accounts:
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|
—
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|
|
$
|
—
|
|
—
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|
$
|
|
—
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Potential Conflicts of Interests
The Adviser is an affiliate of Highland Capital Management Fund Advisors, L.P. ("HCMFA"). The Adviser and/or its general partner, limited partners, officers, affiliates and employees provide investment advice to other parties and manage other accounts and private investment vehicles similar to the Trust. For the purposes of this section, the term "NexPoint" shall include the Adviser and its affiliated investment advisors, including HCMLP and its affiliates. In connection with such other investment management activities, the Adviser and/or its general partner, limited partners, officers, affiliates and employees may decide to invest the funds of one or more other accounts or recommend the investment of funds by other parties, rather than the Registrant's monies, in a particular security or strategy. In addition, the Adviser and such other persons will determine the allocation of funds from the Registrant and such other accounts to investment strategies and techniques on whatever basis they consider appropriate or desirable in their sole and absolute discretion.
NexPoint has built a professional working environment, a firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. NexPoint 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, NexPoint furnishes advisory services to numerous clients in addition to the Registrant, and NexPoint may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts that have performance or higher fees paid to NexPoint or in which portfolio managers have a personal interest in the receipt of such fees) that may be the same as or different from those made to the Registrant. In addition, NexPoint, its affiliates and any of their partners, directors, officers, stockholders or employees may or may not have an interest in the securities whose purchase and sale the Adviser recommends to the Registrant. Actions with respect to securities of the same kind may be the same as or different from the action that the Adviser, or any of its affiliates, or any of their partners, directors, officers, stockholders or employees or any member of their families may take with respect to the same securities. Moreover, the Adviser may refrain from rendering any advice or services concerning securities of companies of which any of the Adviser's (or its affiliates') partners, directors, officers or employees are directors or officers, or companies as to which the Adviser or any of its affiliates or partners, directors, officers and employees of any of them has any substantial economic interest or possesses material non-public information. In addition to its various policies and procedures designed to address these issues, NexPoint includes disclosure regarding these matters to its clients in both its Form ADV and investment advisory agreements.
The Adviser, its affiliates or their partners, directors, officers or employees similarly serve or may serve other entities that operate in the same or related lines of business, including accounts managed by an investment adviser affiliated with the Adviser. Accordingly, these individuals may have obligations to investors in those entities or funds or to other clients, the fulfillment of which might not be in the best interests of the Registrant. As a result, the Adviser will face conflicts in the allocation of investment opportunities to the Registrant and other funds and clients. In order to enable such affiliates to fulfill their fiduciary duties to each of the clients for which they have responsibility, the Adviser will endeavor to allocate investment opportunities in a fair and equitable manner, pursuant to policies and procedures adopted by the Adviser and its advisory affiliates that are designed to manage potential conflicts of interest, which may, subject to applicable regulatory constraints, involve pro rata co-investment by the funds and such other clients or may involve a rotation of opportunities among the funds and such other clients. The Registrant will only make investments in which the Adviser or an affiliate hold an interest to the extent permitted under the 1940 Act and SEC staff interpretations or pursuant to the terms and conditions of the exemptive order received by the Adviser and certain funds affiliated with the Registrant, dated April 19, 2016. For example, exemptive relief is not required for the Registrant to invest in syndicated deals and secondary loan market transactions in which the Adviser or an affiliate has an interest where price is the only negotiated point. The order applies to all "Investment Companies," which includes future closed-end investment companies registered under the 1940 Act that are managed by the Adviser, which includes the Registrant. The Registrant, therefore, may in the future invest in accordance with the terms and conditions of the exemptive order. To mitigate any actual or perceived conflicts of interest, allocation of limited offering securities (such as IPOs and registered secondary offerings) to principal accounts that do not include third party investors may only be made after all other client account orders for the security have been filled. However, there can be no assurance
that such policies and procedures will in every case ensure fair and equitable allocations of investment opportunities, particularly when considered in hindsight.
Conflicts may arise in cases when clients invest in different parts of an issuer's capital structure, including circumstances in which one or more clients own private securities or obligations of an issuer and other clients may own public securities of the same issuer. In addition, one or more clients may invest in securities, or other financial instruments, of an issuer that are senior or junior to securities, or financial instruments, of the same issuer that are held by or acquired for, one or more other clients. For example, if such issuer encounters financial problems, decisions related to such securities (such as over the terms of any workout or proposed waivers and amendments to debt covenants) may raise conflicts of interests. In such a distressed situation, a client holding debt securities of the issuer may be better served by a liquidation of the issuer in which it may be paid in full, whereas a client holding equity securities of the issuer might prefer a reorganization that holds the potential to create value for the equity holders. In the event of conflicting interests within an issuer's capital structure, NexPoint will generally pursue the strategy that NexPoint believes best reflects what would be expected to be negotiated in an arm's length transaction with due consideration being given to NexPoint's fiduciary duties to each of its accounts (without regard to the nature of the accounts involved or fees received from such accounts). This strategy may be recommended by one or more NexPoint investment professionals. A single person may represent more than one part of an issuer's capital structure. The recommended course of action will be presented to the conflicts committee for final determination as to how to proceed. NexPoint may elect, but is not required, to assign different teams to make recommendations for different parts of the capital structure as the conflicts committee determines in its discretion. In the event any NexPoint personnel serve on the board of the subject company, they generally recuse themselves from voting on any board matter with respect to a transaction that has an asymmetrical impact on the capital structure. NexPoint personnel board members may still make recommendations to the conflicts committee. If any such persons are also on the conflicts committee, they may recuse themselves from the committee's determination. A portfolio manager with respect to any applicable NexPoint registered investment company clients ("Retail Accounts") participates in such discussions, but makes an independent determination as to which course of action he or she determines is in the best interest of the applicable Retail Accounts. NexPoint may use external counsel for guidance and assistance.
The Adviser and its affiliates have both subjective and objective procedures and policies in place designed to manage potential conflicts of interest involving clients so that, for example, investment opportunities are allocated in a fair and equitable manner among the Registrant and such other clients. An investment opportunity that is suitable for multiple clients of the Adviser and its affiliates may not be capable of being shared among some or all of such clients due to the limited scale of the opportunity or other factors, including regulatory restrictions imposed by the 1940 Act. There can be no assurance that the Adviser's or its affiliates' efforts to allocate any particular investment opportunity fairly among all clients for whom such opportunity is appropriate will result in an allocation of all or part of such opportunity to the Registrant. Not all conflicts of interest can be expected to be resolved in favor of the Registrant.
Another type of conflict may arise if one client account buys a security and another client account sells or shorts the same security. Currently, such opposing positions are generally not permitted within the same account without prior trade approval by the Adviser's Chief Compliance Officer. However, a portfolio manager may enter into opposing positions for different clients to the extent each such client has a different investment objective and each such position is consistent with the investment objective of the applicable client. In addition, transactions in investments by one or more affiliated client accounts may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of other client accounts.
Because certain client accounts may have investment objectives, strategies or legal, contractual, tax or other requirements that differ (such as the need to take tax losses, realize profits, raise cash, diversification, etc.), an affiliated advisor may purchase, sell or continue to hold securities for certain client accounts contrary to other recommendations. In addition, an affiliated advisor may be permitted to sell securities or instruments short for certain client accounts and may not be permitted to do so for other affiliated client accounts.
As a result of the Fund's arrangements with HCMLP, there may be times when Highland, the Adviser or their affiliates have interests that differ from those of the Fund's shareholders, giving rise to a conflict of interest. The Fund's officers serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Fund does, or of investment funds managed by the Adviser or its affiliates. Similarly, the Adviser or its affiliates may have other clients with similar, different or competing investment objectives. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of the Fund or its shareholders. For example, the Fund's officers have, and will continue to have, management responsibilities for other investment funds, accounts or other investment vehicles managed or sponsored by the Adviser and its affiliates. The Fund's investment objective may overlap, in part or in whole, with the investment objective of such affiliated investment funds, accounts or other investment vehicles. As a result, those individuals may face conflicts in the allocation of investment opportunities among the Registrant and other investment funds or accounts advised by or affiliated with the Adviser. The Adviser will seek to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, the Fund can offer no assurance that such opportunities will be allocated to it fairly or equitably in the short- term or over time.
In addition, it is anticipated that a portion of the Registrant's assets will be represented by real estate investment trusts ("REITs"), asset backed securities and/or collateralized loan obligations ("CLOs") sponsored, organized and/or managed by the Adviser and its affiliates. The Adviser will monitor for conflicts of interest in accordance with its fiduciary duties and will provide the independent trustees of the Registrant with an opportunity to periodically review the Registrant's investments in such REITs, asset-backed securities and/or CLOs and assure themselves that continued investment in such securities remains in the best interests of the Registrant and its shareholders. The Adviser may effect client cross-transactions where it causes a transaction to be effected between the Registrant and another client advised by the Adviser or any of its affiliates. The Adviser may engage in a client cross-transaction involving the Registrant any time that the Adviser believes such transaction to be fair to the Registrant and the other client of the Adviser or its affiliates. As further described
below, the Adviser may effect principal transactions where the Registrant may make and/or hold an investment, including an investment in securities, in which the Adviser and/or its affiliates have a debt, equity or participation interest, in each case in accordance with applicable law, which may include the Adviser obtaining the consent and approval of the Registrant prior to engaging in any such principal transaction between the Registrant and the Adviser or its affiliates.
The Adviser may direct the Registrant to acquire or dispose of investments in cross trades between the Registrant and other clients of the Adviser or its affiliates in accordance with applicable legal and regulatory requirements. In addition, to the extent permitted by the 1940 Act and SEC staff interpretations, the Registrant may make and/or hold an investment, including an investment in securities, in which the Adviser and/or its affiliates have a debt, equity or participation interest, and the holding and sale of such investments by the Registrant may enhance the profitability of the Adviser's own investments in such companies.
NexPoint has been historically affiliated through common control with HCMLP, an SEC-registered investment adviser. On October 16, 2019, HCMLP filed for Chapter 11 bankruptcy protection with the United States Bankruptcy Court for the District of Delaware. The case was subsequently transferred to the United States Bankruptcy Court for the Northern District of Texas. On January 9, 2020, the bankruptcy court approved a change of control of HCMLP, which involved the resignation of James Dondero as the sole director of, and the appointment of an independent board to, HCMLP's general partner. Mr. Dondero will, however, remain as an employee of HCMLP and as portfolio manager for all funds and vehicles for which he currently holds such titles. Nevertheless, given Mr. Dondero's historic role with HCMLP and his continued ownership interest and roles with respect to the Highland platform as a whole, as well as the shared services agreements between HCMLP and NexPoint, we still treat HCMLP and its affiliates as our affiliates for purposes hereof.
NexPoint is not a party to HCMLP's bankruptcy filing. NexPoint is a party to a shared services arrangement with HCMLP. Under this arrangement our Adviser may utilize employees from HCMLP in connection with various services such as human resources, accounting, tax, valuation, information technology services, office space, employees, compliance and legal. We do not expect HCMLP's bankruptcy filings to impact its provision of services to NexPoint at this time.
(a)(3) Compensation Structure of Portfolio Manager(s) or Management Team Members
NexPoint's financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors, including the relative performance of a portfolio manager's underlying account, the combined performance of the portfolio managers' underlying accounts, and the relative performance of the portfolio managers' underlying accounts measured against other employees. The principal components of compensation include a base salary, a discretionary bonus and various retirement benefits.
Base compensation. Generally, portfolio managers receive base compensation based on their seniority and/or their position with NexPoint, which may include the amount of assets supervised and other management roles within NexPoint. Base compensation is determined by taking into account current industry norms and market data to ensure that NexPoint pays a competitive base compensation.
Discretionary compensation. In addition to base compensation, portfolio managers may receive discretionary compensation, which can be a substantial portion of total compensation. Discretionary compensation can include a discretionary cash bonus paid to recognize specific business contributions and to ensure that the total level of compensation is competitive with the market.
Because each person's compensation is based on his or her individual performance, NexPoint does not have a typical percentage split among base salary, bonus and other compensation. Senior portfolio managers who perform additional management functions may receive additional compensation in these other capacities. Compensation is structured such that key professionals benefit from remaining with NexPoint.
(a)(4) Disclosure of Securities Ownership
The following table sets forth the dollar range of equity securities beneficially owned by the portfolio manager in the Registrant as of December 31, 2019.
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Dollar Ranges of Equity Securities Beneficially
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Name of Portfolio Manager
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Owned by
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|
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|
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Portfolio Manager
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|
|
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James Dondero
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Over $1,000,000
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(b)
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Not applicable.
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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 NexPoint Strategic Opportunities Fund (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 Registrant's Board.
Item 11. Controls and Procedures.
(a)Evaluation of Disclosure Controls and Procedures.
The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Investment
Company Act of 1940, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant's management, including the principal executive officer and principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of the Shareholder Report on Form N-CSR, Management carried out an evaluation of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures as of December 31, 2019. Based on such evaluation, the principal executive officer and principal financial officer concluded that the Registrant's disclosure controls and procedures were not effective due to a material weakness relating to controls over the application of fair value accounting with respect to the validation of fair value methodologies. The controls were not sufficiently designed to ensure the appropriateness of the fair value determinations reached for Level 3 real estate-related holdings. A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Registrant's annual or interim financial statements will not be prevented or detected on a timely basis. While this material weakness did not result in a misstatement, it could result in a misstatement to the investment balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.
Management has developed a plan to remediate the material weakness described above. Management utilizes one or more independent valuation experts as part of its existing valuation process for Level 3 real estate-related holdings. Management will undertake additional review procedures by designating a member of the Valuation Committee of the Adviser to monitor and report to the Valuation Committee to ensure that for significant real estate-related holdings, fair values for such holdings are validated through one or more other valuation techniques that are acceptable under ASC 820.
(b)Changes in Internal Controls. Other than the planned enhancements to controls noted above, there have been no changes in the
Registrant's internal controls or in other factors that could materially affect the internal controls over financial reporting subsequent to the date of their evaluation in connection with the preparation of this Shareholder Report on Form N-CSR
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a)
(1)Gross income from securities lending activities: $0
(2)All fees and/or compensation for securities lending activities and related services: $0
(3)Aggregate fees/compensation: $0
(4)Net income from securities lending activities: $0
(b)The Registrant may lend up to 33 1/3% of the Registrant's total assets held by The Bank of New York ("BNY") as custodian to certain qualified brokers, except those securities which the Registrant or the Advisor specifically identifies as not being available. By lending its investment securities, the Registrant attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur and any interest or dividends declared during the term of the loan would accrue to the account of the Registrant. Risks of delay in recovery of the securities or even loss of rights in the collateral may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the collateral decreases below the value of the securities loaned. Upon entering into a securities lending transaction, the Registrant receives cash or other securities as collateral in an amount equal to or exceeding 100% of the current market value of the loaned securities with respect to securities of the U.S. government or its agencies, 102% of the current market value of the loaned securities with respect to U.S. securities and 105% of the current market value of the loaned securities with respect to foreign securities. Any cash received as collateral is generally invested by BNY, acting in its capacity as securities lending agent (the "Agent"), in the Dreyfus Treasury Obligations Cash Management Fund . Non-cash collateral is not disclosed in the
Registrant's Statement of Assets and Liabilities as it is held by the lending agent on behalf of the Registrant and the Registrant does not have the ability to re-hypothecate those securities. A portion of the dividends received on the collateral may be rebated to the borrower of the securities and the remainder is split between BNY, as the securities lending agent, and the Registrant.
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.
NEXPOINT STRATEGIC OPPORTUNITIES FUND
By (Signature
and Title): /s/ James Dondero
James Dondero
President and Principal Executive Officer
Date: April 10, 2020
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.
By
(Signature
and Title): /s/ James Dondero
James Dondero
President and Principal Executive Officer
Date: April 10, 2020
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By (Signature
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/s/ Frank Waterhouse
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|
and Title):
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Frank Waterhouse
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Treasurer, Principal Accounting Officer
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|
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and Principal Financial Officer
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Date: April
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10, 2020
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